ex10-1.htm


     

    
      	
              Exhibit
                10.1

               

               

              EXECUTION
                COPY

               

               

            


    

    


    


    AMENDED
      AND RESTATED SENIOR SECURED

     

    CREDIT
      AGREEMENT

     

    dated
      as of

     

    December
      28, 2007

     

    among

     

    BLACKROCK
      KELSO CAPITAL CORPORATION,

     

    The
      LENDERS Party Hereto,

     

    CITIBANK,
      N.A.,

     

    as
      Administrative Agent,

     

    JPMORGAN
      CHASE BANK, N.A.,

     

    as
      Syndication Agent and

     

    WACHOVIA
      BANK, NATIONAL ASSOCIATION,

     

    as
      Documentation Agent.

     

    


     

    


     

    $600,000,000

     

    _________________

     

    


    CITIGROUP
      GLOBAL MARKETS, INC. and

     

    J.P.
      MORGAN SECURITIES, INC.,

     

    as
      Joint Lead Bookrunners and Joint Lead Arrangers

    


    


    
      	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

     

    Page

    
      
        	 	
                ARTICLE
                  I

                
                

                DEFINITIONS

              	 
	 	 	 
	
                SECTION
                  1.01.

              	
                Defined
                  Terms

              	
                1

              
	
                SECTION
                  1.02.

              	
                Classification
                  of Loans and Borrowings

              	
                29

              
	
                SECTION
                  1.03.

              	
                Terms
                  Generally

              	
                29

              
	
                SECTION
                  1.04.

              	
                Accounting
                  Terms; GAAP

              	
                29

              
	
                SECTION
                  1.05.

              	
                Currencies;
                  Currency Equivalents.

              	
                30

              
	 	 	 
	 	
                ARTICLE
                  II

                
                

                THE
                  CREDITS

              	 
	 	 	 
	
                SECTION
                  2.01.

              	
                The
                  Commitments

              	
                31

              
	
                SECTION
                  2.02.

              	
                Loans
                  and Borrowings.

              	
                32

              
	
                SECTION
                  2.03.

              	
                Requests
                  for Borrowings.

              	
                32

              
	
                SECTION
                  2.04.

              	
                Swingline
                  Loans.

              	
                34

              
	
                SECTION
                  2.05.

              	
                Letters
                  of Credit.

              	
                36

              
	
                SECTION
                  2.06.

              	
                Funding
                  of Borrowings.

              	
                40

              
	
                SECTION
                  2.07.

              	
                Interest
                  Elections.

              	
                41

              
	
                SECTION
                  2.08.

              	
                Termination,
                  Reduction or Increase of the Commitments.

              	
                43

              
	
                SECTION
                  2.09.

              	
                Repayment
                  of Loans; Evidence of Debt.

              	
                47

              
	
                SECTION
                  2.10.

              	
                Prepayment
                  of Loans.

              	
                49

              
	
                SECTION
                  2.11.

              	
                Fees.

              	
                52

              
	
                SECTION
                  2.12.

              	
                Interest.

              	
                53

              
	
                SECTION
                  2.13.

              	
                Alternate
                  Rate of Interest

              	
                54

              
	
                SECTION
                  2.14.

              	
                Increased
                  Costs.

              	
                55

              
	
                SECTION
                  2.15.

              	
                Break
                  Funding Payments

              	
                56

              
	
                SECTION
                  2.16.

              	
                Taxes.

              	
                57

              
	
                SECTION
                  2.17.

              	
                Payments
                  Generally; Pro Rata Treatment; Sharing of Set offs.

              	
                59

              
	
                SECTION
                  2.18.

              	
                Mitigation
                  Obligations; Replacement of Lenders.

              	
                61

              
	
                SECTION
                  2.19.

              	
                Incremental
                  Term Loans.

              	
                62

              
	 	 	 
	 	
                ARTICLE
                  III

                
                

                REPRESENTATIONS
                  AND WARRANTIES

              	 
	 	 	 
	
                SECTION
                  3.01.

              	
                Organization;
                  Powers

              	
                63

              
	
                SECTION
                  3.02.

              	
                Authorization;
                  Enforceability

              	
                63

              
	
                SECTION
                  3.03.

              	
                Governmental
                  Approvals; No Conflicts

              	
                63

              
	
                SECTION
                  3.04.

              	
                Financial
                  Condition; No Material Adverse Change.

              	
                64

              
	
                SECTION
                  3.05.

              	
                Litigation.

              	
                64

              


         

        


        
          
            
              
              

            

            
              (i)

              
                

              

            

            
              
              

            

          

        

        


        
          	
                  SECTION
                    3.06.

                	
                  Compliance
                    with Laws and Agreements

                	
                  65

                
	
                  SECTION
                    3.07.

                	
                  Taxes

                	
                  65

                
	
                  SECTION
                    3.08.

                	
                  ERISA

                	
                  65

                
	
                  SECTION
                    3.09.

                	
                  Disclosure

                	
                  65

                
	
                  SECTION
                    3.10.

                	
                  Investment
                    Company Act; Margin Regulations.

                	
                  66

                
	
                  SECTION
                    3.11.

                	
                  Material
                    Agreements and Liens.

                	
                  66

                
	
                  SECTION
                    3.12.

                	
                  Subsidiaries
                    and Investments.

                	
                  66

                
	
                  SECTION
                    3.13.

                	
                  Properties.

                	
                  67

                
	
                  SECTION
                    3.14.

                	
                  Affiliate
                    Agreements

                	
                  67

                
	 	 	 
	 	
                  ARTICLE
                    IV

                  
                  

                  CONDITIONS

                	 
	 	 	 
	
                  SECTION
                    4.01.

                	
                  Restatement
                    Effective Date

                	
                  67

                
	
                  SECTION
                    4.02.

                	
                  Each
                    Credit Event

                	
                  69

                
	 	 	 
	 	
                  ARTICLE
                    V

                  
                  

                  AFFIRMATIVE
                    COVENANTS

                	 
	 	 	 
	
                  SECTION
                    5.01.

                	
                  Financial
                    Statements and Other Information

                	
                  70

                
	
                  SECTION
                    5.02.

                	
                  Notices
                    of Material Events

                	
                  72

                
	
                  SECTION
                    5.03.

                	
                  Existence;
                    Conduct of Business

                	
                  72

                
	
                  SECTION
                    5.04.

                	
                  Payment
                    of Obligations

                	
                  72

                
	
                  SECTION
                    5.05.

                	
                  Maintenance
                    of Properties; Insurance

                	
                  72

                
	
                  SECTION
                    5.06.

                	
                  Books
                    and Records; Inspection and Audit Rights.

                	
                  73

                
	
                  SECTION
                    5.07.

                	
                  Compliance
                    with Laws

                	
                  73

                
	
                  SECTION
                    5.08.

                	
                  Certain
                    Obligations Respecting Subsidiaries; Further Assurances.

                	
                  73

                
	
                  SECTION
                    5.09.

                	
                  Use
                    of Proceeds

                	
                  74

                
	
                  SECTION
                    5.10.

                	
                  Status
                    of RIC and BDC

                	
                  74

                
	
                  SECTION
                    5.11.

                	
                  Investment
                    Policies

                	
                  74

                
	
                  SECTION
                    5.12.

                	
                  Portfolio
                    Valuation and Diversification, Etc.

                	
                  75

                
	
                  SECTION
                    5.13.

                	
                  Calculation
                    of Borrowing Base

                	
                  78

                
	 	 	 
	 	
                  ARTICLE
                    VI

                  
                  

                  NEGATIVE
                    COVENANTS

                	 
	 	 	 
	
                  SECTION
                    6.01.

                	
                  Indebtedness

                	
                  82

                
	
                  SECTION
                    6.02.

                	
                  Liens

                	
                  83

                
	
                  SECTION
                    6.03.

                	
                  Fundamental
                    Changes

                	
                  84

                
	
                  SECTION
                    6.04.

                	
                  Investments

                	
                  85

                
	
                  SECTION
                    6.05.

                	
                  Restricted
                    Payments

                	
                  86

                
	
                  SECTION
                    6.06.

                	
                  Certain
                    Restrictions on Subsidiaries

                	
                  87

                
	
                  SECTION
                    6.07.

                	
                  Certain
                    Financial Covenants.

                	
                  87

                
	
                  SECTION
                    6.08.

                	
                  Transactions
                    with Affiliates

                	
                  88

                


        

      

       

      
        


        
          
            
              
              

            

            
              (ii)

              
                

              

            

            
              
              

            

          

        

        


          
            	
                    SECTION
                      6.09.

                  	
                    Lines
                      of Business

                  	
                    88

                  
	
                    SECTION
                      6.10.

                  	
                    No
                      Further Negative Pledge

                  	
                    88

                  
	
                    SECTION
                      6.11.

                  	
                    Modifications
                      of Longer-Term Documents

                  	
                    88

                  
	
                    SECTION
                      6.12.

                  	
                    Payments
                      of Longer-Term Indebtedness

                  	
                    89

                  
	 	 	 
	 	
                    ARTICLE
                      VII

                    
                    

                    EVENTS
                      OF DEFAULT

                  	 
	 	 	 
	 	 	 
	 	
                    ARTICLE
                      VIII

                    
                    

                    THE
                      ADMINISTRATIVE AGENT

                  	 
	 	 	 
	 	 	 
	 	
                    ARTICLE
                      IX

                    
                    

                    MISCELLANEOUS

                  	 
	 	 	 
	
                    SECTION
                      9.01.

                  	
                    Notices;
                      Electronic Communications.

                  	
                    95

                  
	
                    SECTION
                      9.02.

                  	
                    Waivers;
                      Amendments.

                  	
                    98

                  
	
                    SECTION
                      9.03.

                  	
                    Expenses;
                      Indemnity; Damage Waiver.

                  	
                    100

                  
	
                    SECTION
                      9.04.

                  	
                    Successors
                      and Assigns.

                  	
                    102

                  
	
                    SECTION
                      9.05.

                  	
                    Survival

                  	
                    106

                  
	
                    SECTION
                      9.06.

                  	
                    Counterparts;
                      Integration; Effectiveness; Electronic Execution.

                  	
                    107

                  
	
                    SECTION
                      9.07.

                  	
                    Severability

                  	
                    107

                  
	
                    SECTION
                      9.08.

                  	
                    Right
                      of Setoff

                  	
                    107

                  
	
                    SECTION
                      9.09.

                  	
                    Governing
                      Law; Jurisdiction; Etc.

                  	
                    108

                  
	
                    SECTION
                      9.10.

                  	
                    WAIVER
                      OF JURY TRIAL

                  	
                    108

                  
	
                    SECTION
                      9.11.

                  	
                    Judgment
                      Currency

                  	
                    109

                  
	
                    SECTION
                      9.12.

                  	
                    Headings

                  	
                    109

                  
	
                    SECTION
                      9.13.

                  	
                    Treatment
                      of Certain Information; Confidentiality.

                  	
                    109

                  
	
                    SECTION
                      9.14.

                  	
                    USA
                      PATRIOT Act

                  	
                    111

                  
	
                    SECTION
                      9.15.

                  	
                    Existing
                      Credit Agreement; Effectiveness of Amendment and Restatement;
                      No
                      Novation

                  	
                    111

                  


          

        

      

      


      


      
        
          
          

        

        
          (iii)

          
            

          

        

        
          
          

        

      



      


      
        	
                SCHEDULE
                  I

              	
                -

              	
                Commitments

              
	
                SCHEDULE
                  II

              	
                -

              	
                Material
                  Agreements and Liens

              
	
                SCHEDULE
                  III

              	
                -

              	
                Litigation

              
	
                SCHEDULE
                  IV

              	
                -

              	
                Investments

              
	
                SCHEDULE
                  V

              	
                -

              	
                Transactions
                  with Affiliates

              
	
                SCHEDULE
                  VI

              	
                -

              	
                Moody’s
                  Industry Classification Group List

              
	 	 	 
	
                EXHIBIT
                  A

              	
                -

              	
                Form
                  of Assignment and Assumption

              
	
                EXHIBIT
                  B

              	
                -

              	
                Form
                  of Guarantee and Security Agreement

              
	
                EXHIBIT
                  C

              	
                -

              	
                Form
                  of Borrowing Base Certificate

              
	
                EXHIBIT
                  D

              	
                -

              	
                Form
                  of Reaffirmation Agreement

              
	
                EXHIBIT
                  E

              	
                -

              	
                Portfolio
                  Pricing Practices

              


      

    

     

     

    


    
      
        
          
          

        

        
          (iv)

          
            

          

        

        
          
          

        

      

    

     

    


    AMENDED
      AND RESTATED SENIOR SECURED CREDIT AGREEMENT dated as of December 28, 2007,
      among BLACKROCK KELSO CAPITAL CORPORATION, the LENDERS party hereto, CITIBANK,
      N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., as Syndication Agent,
      and WACHOVIA BANK, NATIONAL ASSOCIATION, as Documentation Agent.

     

    The
      Senior Secured Revolving Credit Agreement dated as of December 6, 2006, between
      BlackRock Kelso Capital Corporation, the lenders party thereto, Citibank, N.A.,
      as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, and
      Wachovia Bank, National Association, as documentation agent (as amended by
      Amendment No. 1 dated as of February 8, 2007, Amendment No. 2 dated as of April
      16, 2007 and Amendment No. 3 dated as of October 15, 2007, the “Existing Credit
      Agreement”), is hereby amended and restated as follows:

     

     

    ARTICLE
      I

     

    DEFINITIONS

     

    SECTION
      1.01. Defined
      Terms.  As used in this Agreement, the following terms have the
      meanings specified below:

     

    “ABR”,
      when used in
      reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
      constituting such Borrowing, are denominated in Dollars and bearing interest
      at
      a rate determined by reference to the Alternate Base Rate.

     

    “Additional
      Revolving
      Lender” means each of Bear Stearns Corporate Lending Inc. and UBS Loan
      Finance LLC.

     

    “Additional
      Term
      Lender” has the meaning assigned to such term in Section
      2.19(c).

     

    “Adjusted
      Borrowing
      Base” means the Borrowing Base minus the
      aggregate
      amount of Cash and Cash Equivalents included in the Portfolio Investments held
      by the Obligors.

     

    “Adjusted
      Covered Debt
      Balance” means, on any date, the aggregate Covered Debt Amount on such
      date minus the
      aggregate amount of Cash and Cash Equivalents included in the Portfolio
      Investments held by the Obligors (excluding any cash held by the Administrative
      Agent pursuant to Section 2.05(k) or Section 2.10(g)).

     

    “Adjusted
      LIBO Rate”
means, for the Interest Period for any Eurocurrency Borrowing, an interest
      rate
      per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to
      (a)
      the LIBO Rate for such Interest Period multiplied
      by (b) the
      Statutory Reserve Rate for such Interest Period. 

     

    


    
      
        
          Amended
            and Restated Credit Agreement

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    “Administrative
      Agent”
means Citibank, in its capacity as administrative agent for the Lenders
      hereunder.

     

    “Administrative
      Agent’s
      Account” means, for each Currency, an account in respect of such Currency
      designated by the Administrative Agent in a notice to the Borrower and the
      Lenders.

     

    “Administrative
      Questionnaire” means an Administrative Questionnaire in a form supplied
      by the Administrative Agent.

     

    “Advance
      Rate” has the
      meaning assigned to such term in Section 5.13.

     

    “Affected
      Currency”
has the meaning assigned to such term in Section 2.13.

     

    “Affiliate”
means,
      with respect to a specified Person, another Person that directly, or indirectly
      through one or more intermediaries, Controls or is Controlled by or is under
      common Control with the Person specified.  Anything herein to the
      contrary notwithstanding, the term “Affiliate” shall not include any Person that
      constitutes an Investment held by the Borrower in the ordinary course of
      business.

     

    “Affiliate
      Agreements”
means collectively, (a) the Investment Management Agreement, dated June
      22,
      2007, between Borrower and BlackRock Kelso Capital Advisors, (b) the
      Administration Agreement, dated as of August 4, 2005, between Borrower and
      BlackRock Financial Management, Inc. and (c) Directors and Officers Liability
      Insurance Allocation Agreement, dated as of August 10, 2006, between Borrower
      and BlackRock Kelso Capital Advisors.

     

    “Agent
      Parties” shall
      have the meaning assigned to such term in Section 9.01(c).

     

    “Agreed
      Foreign
      Currency” means, at any time, Euros, English Pounds Sterling, Canadian
      Dollars, and, with the agreement of each Multicurrency Lender, any other Foreign
      Currency, so long as, in respect of any such specified Foreign Currency or
      other
      Foreign Currency, at such time (a) such Foreign Currency is dealt with in the
      London interbank deposit market, (b) such Foreign Currency is freely
      transferable and convertible into Dollars in the London foreign exchange market
      and (c) no central bank or other governmental authorization in the country
      of
      issue of such Foreign Currency (including, in the case of the Euro, any
      authorization by the European Central Bank) is required to permit use of such
      Foreign Currency by any Multicurrency Lender for making any Loan hereunder
      and/or to permit the Borrower to borrow and repay the principal thereof and
      to
      pay the interest thereon, unless such authorization has been obtained and is
      in
      full force and effect.

     

    “Alternate
      Base Rate”
means, for any day, a rate per annum equal to the greater of (a) the
      Prime Rate
      in effect on such day and (b) the Federal Funds Effective Rate for such day
      plus 1/2 of
      1%.  Any change in the Alternate Base Rate due to a change in the
      Prime Rate or the Federal Funds Effective Rate shall be effective from
      and

     

    


    
      
        
          Amended
            and Restated Credit Agreement

          
          

        

        
          -
            2 -

          
            

          

        

        
          
          

        

      

    

    


    including
      the effective date of such change in the Prime Rate or the Federal Funds
      Effective Rate, as the case may be.

     

    “Applicable
      Dollar Revolving
      Percentage” means, with respect to any Dollar Revolving Lender, the
      percentage of the total Dollar Revolving Commitments represented by such Dollar
      Revolving Lender’s Dollar Revolving Commitment.  If the Dollar
      Revolving Commitments have terminated or expired, the Applicable Dollar
      Revolving Percentages shall be determined based upon the Dollar Revolving
      Commitments most recently in effect, giving effect to any
      assignments.

     

    “Applicable
      Financial
      Statements” means, as at any date, the most-recent audited financial
      statements of the Borrower delivered to the Lenders, provided that if
      immediately prior to the delivery to the Lenders of new audited financial
      statements of the Borrower a Material Adverse Change (the “Pre-existing MAC”) shall
      exist (regardless of when it occurred), then the “Applicable Financial
      Statements” as at said date means the Applicable Financial Statements in effect
      immediately prior to such delivery until such time as the Pre-existing MAC
      shall
      no longer exist.

     

    “Applicable
      Margin”
means (a) with respect to any ABR Revolving Loan, 0.00% per annum; (b)
      with
      respect to any Eurocurrency Revolving Loan, 0.875% per annum; (c) with respect
      to any ABR Term Loan, 0.50% per annum; and (d) with respect to any Eurocurrency
      Term Loan, 1.50% per annum.

     

    “Applicable
      Multicurrency Revolving
      Percentage” means, with respect to any Multicurrency Revolving
      Lender, the percentage of the total Multicurrency Revolving Commitments
      represented by such Multicurrency Revolving Lender’s Multicurrency Revolving
      Commitment.  If the Multicurrency Revolving Commitments have
      terminated or expired, the Applicable Multicurrency Revolving Percentages shall
      be determined based upon the Multicurrency Revolving Commitments most recently
      in effect, giving effect to any assignments.

     

    “Approved
      Fund” means,
      with respect to any Lender that is a fund that invests in bank loans and similar
      commercial extensions of credit, any other fund that invests in bank loans
      and
      similar commercial extensions of credit and is managed by the same investment
      advisor as such Lender or by an Affiliate of such investment
      advisor.

     

    “Approved
      Third-Party
      Appraiser” means any Independent third-party appraisal firm designated by
      the Borrower in writing to the Administrative Agent (which designation shall
      be
      accompanied by a copy of a resolution of the Board of Directors of the Borrower
      that such firm has been approved by the Borrower for purposes of assisting
      the
      Board of Directors of the Borrower in making valuations of portfolio assets
      to
      determine the Borrower’s compliance with the applicable provisions of the
      Investment Company Act).  It is understood and agreed that, so long as
      the same are Independent third-party appraisal firms approved by the Board
      of
      Directors of the Borrower, Houlihan Lokey, Howard & Zukin, Murray, Devine
& Company and Valuation Research Corporation shall be deemed to be Approved
      Third-Party Appraisers.

     

    


    
      
        
          Amended
            and Restated Credit Agreement

          
          

        

        
          -
            3 -

          
            

          

        

        
          
          

        

      

    

    


    “Arranger”
means
      each
      of Citigroup Global Markets, Inc., JPMorgan Securities Inc. and Wachovia
      Securities, L.L.C.

     

    “Asset
      Coverage Ratio”
means the ratio, determined on a consolidated basis, without duplication,
      in
      accordance with GAAP, of (a) the Value of total assets of the Borrower and
      its
      Subsidiaries, less all liabilities (other than Indebtedness, including
      Indebtedness hereunder) of the Borrower and its Subsidiaries, to (b) the
      aggregate amount of Indebtedness of the Borrower and its
      Subsidiaries.

     

    “Assignment
      and
      Assumption” means an Assignment and Assumption entered into by a Lender
      and an assignee (with the consent of any party whose consent is required by
      Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit
      A or any other form approved by the Administrative Agent.

     

    “Assuming
      Lender” has
      the meaning assigned to such term in Section 2.08(e)(i).

     

    “Availability
      Period”
means the period from and including the Effective Date to but excluding
      the
      earlier of the Revolving Commitment Termination Date and the date of termination
      of the Revolving Commitments.

     

    “BlackRock
      Kelso Capital
      Advisors” means BlackRock Kelso Capital Advisors LLC, a Delaware limited
      liability company.

     

    “Board”
means
      the
      Board of Governors of the Federal Reserve System of the United States of
      America.

     

    “Borrower”
means
      BlackRock Kelso Capital Corporation, a Delaware corporation.

     

    “Borrowing”
means
      (a)
      all Syndicated ABR Revolving Loans of the same Class made, converted or
      continued on the same date, (b) all Eurocurrency Revolving Loans of the same
      Class denominated in the same Currency that have the same Interest Period,
      (c) a
      Swingline Loan, (d) all ABR Term Loans made, converted or continued on the
      same
      date or (e) all Eurocurrency Term Loans that have the same Interest
      Period.

     

    “Borrowing
      Base” has
      the meaning assigned to such term in Section 5.13.

     

    “Borrowing
      Base
      Certificate” means a certificate of a Financial Officer of the Borrower,
      substantially in the form of Exhibit C and appropriately
      completed.

     

    “Borrowing
      Base
      Deficiency” means, at any date on which the same is determined, the
      amount, if any, that (a) the aggregate Covered Debt Amount as of such date
      exceeds (b) the Borrowing Base as of such date.

     

    “Borrowing
      Request”
means a request by the Borrower for a Borrowing in accordance with Section
      2.03.

     

    


    
      
        
          Amended
            and Restated Credit Agreement

          
          

        

        
          -
            4 -

          
            

          

        

        
          
          

        

      

    

    


    “Business
      Day” means
      any day (a) that is not a Saturday, Sunday or other day on which commercial
      banks in New York City are authorized or required by law to remain closed,
      (b)
      if such day relates to a borrowing of, a payment or prepayment of principal
      of
      or interest on, a continuation or conversion of or into, or the Interest Period
      for, a Eurocurrency Borrowing denominated in Dollars, or to a notice by the
      Borrower with respect to any such borrowing, payment, prepayment, continuation,
      conversion, or Interest Period, that is also a day on which dealings in deposits
      denominated in Dollars are carried out in the London interbank market and (c)
      if
      such day relates to a borrowing or continuation of, a payment or prepayment
      of
      principal of or interest on, or the Interest Period for, any Borrowing
      denominated in any Foreign Currency, or to a notice by the Borrower with respect
      to any such borrowing, continuation, payment, prepayment or Interest Period,
      that is also a day on which commercial banks and the London foreign exchange
      market settle payments in the Principal Financial Center for such Foreign
      Currency.

     

    “Capital
      Lease
      Obligations” of any Person means the obligations of such Person to pay
      rent or other amounts under any lease of (or other arrangement conveying the
      right to use) real or personal property, or a combination thereof, which
      obligations are required to be classified and accounted for as capital leases
      on
      a balance sheet or statement of assets and liabilities, as applicable, of such
      Person under GAAP, and the amount of such obligations shall be the capitalized
      amount thereof determined in accordance with GAAP.

     

    “Cash”
means
      any
      immediately available funds in Dollars or in any currency other than Dollars
      which is a freely convertible currency.

     

    “Cash
      Collateral
      Account” has the meaning assigned to such term in Section
      2.10(g).

     

    “Cash
      Equivalents”
means investments (other than Cash) that are one or more of the following
      obligations:

     

    (a)           
      U.S. Government Securities, in each case maturing within one year from the
      date
      of acquisition thereof;

     

    (b)           
      investments in commercial paper maturing within 270 days from the date of
      acquisition thereof and having, at such date of acquisition, a credit rating
      of
      at least A-1 from S&P and at least P-1 from Moody’s;

     

    (c)           
      investments in certificates of deposit, banker’s acceptances and time deposits
      maturing within 180 days from the date of acquisition thereof (i) issued or
      guaranteed by or placed with, and money market deposit accounts issued or
      offered by, any domestic office of any commercial bank organized under the
      laws
      of the United States of America or any State thereof or under the laws of the
      jurisdiction or any constituent jurisdiction thereof of any Agreed Foreign
      Currency, provided
      that such certificates of deposit, banker’s acceptances and time deposits are
      held in a securities account (as defined in the Uniform

     

    


    
      
        
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    Commercial
      Code) through which the Collateral Agent can perfect a security interest therein
      and (ii) having, at such date of acquisition, a credit rating of at least A-1
      from S&P and at least P-1 from Moody’s; and

     

    (d)           
      fully collateralized repurchase agreements with a term of not more than 30
      days
      from the date of acquisition thereof for U.S. Government Securities and entered
      into with (i) a financial institution satisfying the criteria described in
      clause (c) of this definition or (ii) a bank or broker-dealer having (or being
      a
      member of a consolidated group having) at such date of acquisition, a credit
      rating of at least A-1 from S&P and at least P-1 from
      Moody’s,

     

    provided,
      that (i) in no
      event shall Cash Equivalents include any obligation that provides for the
      payment of interest alone (for example, interest-only securities or “IOs”); (ii)
      if any of Moody’s or S&P changes its rating system, then any ratings
      included in this definition shall be deemed to be an equivalent rating in a
      successor rating category of Moody’s or S&P, as the case may be; (iii) Cash
      Equivalents (other than U.S. Government Securities or repurchase agreements)
      shall not include any such investment of more than 10% of total assets of the
      Obligors in any single issuer; and (iv) in no event shall Cash Equivalents
      include any obligation that is not denominated in Dollars or an Agreed Foreign
      Currency.

     

    “Change
      in Control”
means (a) the acquisition of ownership, directly or indirectly, beneficially
      or
      of record, by any Person or group (within the meaning of the Securities Exchange
      Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof)
      other than (i) Holding or (ii) any member of Holding as of the Effective Date
      who acquires such ownership indirectly through its membership interest in
      Holding (in both cases only as long as BlackRock Kelso Capital Advisors or
      a
      Permitted Manager remains the sole manager of Holding), of shares representing
      more than 50% of the aggregate ordinary voting power represented by the issued
      and outstanding capital stock of the Borrower or (b) occupation of a majority
      of
      the seats (other than vacant seats) on the Board of Directors of the Borrower
      by
      Persons who were neither (i) nominated by the requisite members of the Board
      of
      Directors of the Borrower nor (ii) appointed by a majority of the directors
      so
      nominated.

     

    “Change
      in Law” means
      (a) the adoption of any law, rule or regulation after the Effective Date, (b)
      any change in any law, rule or regulation or in the interpretation or
      application thereof by any Governmental Authority after the Effective Date
      or
      (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section
      2.14(b), by any lending office of such Lender or by such Lender’s or the Issuing
      Bank’s holding company, if any) with any request, guideline or directive
      (whether or not having the force of law) of any Governmental Authority made
      or
      issued after the Effective Date.

     

    “Citibank”
means
      Citibank, N.A.

     

    “Class”,
      when used in
      reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
      constituting such Borrowing, are Syndicated Dollar 

     

    


    
      
        
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    Revolving
      Loans, Syndicated Multicurrency Revolving Loans, Swingline Dollar Loans,
      Swingline Multicurrency Loans, Syndicated Term Loans or Incremental Term Loans;
      when used in reference to any Lender, refers to whether such Lender is a Dollar
      Revolving Lender, a Multicurrency Revolving Lender, Syndicated Term Lender
      or a
      Term Lender with respect to an Incremental Term Loan; and, when used in
      reference to any Commitment, refers to whether such Commitment is a Dollar
      Revolving Commitment, Multicurrency Revolving Commitment, Term Loan Commitment
      or Commitment in respect of an Incremental Term Loan.  The “Class” of a Letter of
      Credit refers to whether such Letter of Credit is a Dollar Letter of Credit
      or a
      Multicurrency Letter of Credit.  For purposes of Section 9.02, the
      Syndicated Term Loans and Incremental Term Loans shall be construed to be in
      a
      single Class.

     

    “Code”
means
      the
      Internal Revenue Code of 1986, as amended from time to time.

     

    “Collateral”
has
      the
      meaning assigned to such term in the Guarantee and Security
      Agreement.

     

    “Collateral
      Agent”
means Citibank, N.A. in its capacity as Collateral Agent under the Guarantee
      and
      Security Agreement, and includes any successor Collateral Agent
      thereunder.

     

    “Collateral
      and Guarantee
      Requirement” means, at any time, the requirement
      that:

     

    (a) the
      Administrative Agent shall have received from each Obligor (i) either (x) a
      counterpart of each of the Guarantee and Security Agreement and Reaffirmation
      Agreement duly executed and delivered on behalf of such Obligor or (y) in the
      case of any Person that becomes an Obligor after the Effective Date, a
      supplement to the Guarantee and Security Agreement, in the form specified
      therein, duly executed and delivered on behalf of such Obligor and (ii) with
      respect to any Obligor that directly owns Equity Interests of a Foreign
      Subsidiary, a counterpart of each Foreign Pledge Agreement that the
      Administrative Agent determines, based on the advice of counsel, to be necessary
      or advisable in connection with the pledge of, or the granting of security
      interests in, Equity Interests of such Foreign Subsidiary, in each case duly
      executed and delivered on behalf of such Obligor and such Foreign
      Subsidiary;

     

    (b) all
      outstanding Equity Interests of the Borrower and each Subsidiary and all other
      Equity Interests, in each case owned by or on behalf of any Obligor, shall
      have
      been pledged pursuant to the Guarantee and Security Agreement or a Foreign
      Pledge Agreement (except that the Obligors shall not be required to pledge
      more
      than 65% of the outstanding voting Equity Interests of any Foreign Subsidiary
      that is not an Obligor ) and the Administrative Agent shall have received
      certificates or other instruments representing all such Equity Interests,
      together with undated stock powers or other instruments of transfer with respect
      thereto endorsed in blank;

     

     

     

    


    
      
        
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    (c) all
      Indebtedness of the Borrower and each Subsidiary that is owing to any Obligor
      shall be evidenced by a promissory note and shall have been
      pledged

     

    (d) pursuant
      to the Guarantee and Security Agreement and the Administrative Agent shall
      have
      received all such promissory notes, together with undated instruments of
      transfer with respect thereto endorsed in blank;

     

    (e) all
      documents and instruments, including Uniform Commercial Code financing
      statements, required by law or reasonably requested by the Administrative Agent
      to be filed, registered or recorded to create the Liens intended to be created
      by the Guarantee and Security Agreement and the Foreign Pledge Agreements and
      perfect such Liens to the extent required by, and with the priority required
      by,
      the Guarantee and Security Agreement and the Foreign Pledge Agreements, shall
      have been filed, registered or recorded or delivered to the Administrative
      Agent
      for filing, registration or recording;

     

    (f) the
      Administrative Agent shall have received (i) counterparts of a Mortgage with
      respect to each Mortgaged Property duly executed and delivered by the record
      owner of such Mortgaged Property, (ii) a policy or policies of title insurance
      issued by a nationally recognized title insurance company insuring the Lien
      of
      each such Mortgage as a valid first Lien on the Mortgaged Property described
      therein, free of any other Liens except as expressly permitted by Section 6.02,
      together with such endorsements, coinsurance and reinsurance as the
      Administrative Agent or the Required Lenders may reasonably request, and (iii)
      such surveys, abstracts, appraisals, legal opinions and other documents as
      the
      Administrative Agent or the Required Lenders may reasonably request with respect
      to any such Mortgage or Mortgaged Property;

     

    (g) each
      Obligor shall have obtained all consents and approvals required to be obtained
      by it in connection with the execution and delivery of all Security Documents
      to
      which it is a party, the performance of its obligations thereunder and the
      granting by it of the Liens thereunder; and

     

    (h) within
      30 days after the request therefor by the Administrative Agent (or such longer
      period as the Administrative Agent may agree in its discretion), deliver to
      the
      Administrative Agent a signed copy of an opinion, addressed to the
      Administrative Agent and the other Secured Parties, of counsel for the Obligors
      reasonably acceptable to the Administrative Agent as to such matters set forth
      in this definition as the Administrative Agent may reasonably
      request.

     

    “Commitments”
means
      a
      Revolving Commitment, Term Loan Commitment, a Commitment in respect of an
      Incremental Term Loan or any combination thereof (as the context
      requires).

     

    “Communications”
shall
      have the meaning assigned to such term in Section 9.01(c).

     

    “Control”
means
      the
      possession, directly or indirectly, of the power to direct or cause the
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    the
      ability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled”
have
      meanings
      correlative thereto.

     

    “Covered
      Debt Amount”
means, on any date, the sum of (v) all of the Revolving Credit Exposures
      of all
      Lenders on such date plus (w) all of the
      outstanding Term Loans of all Lenders on such date plus (x) the aggregate
      amount of Other Covered Indebtedness on such date minus (y) the LC Exposures
      fully cash collateralized on such date pursuant to Section 2.05(k) minus (z) the Term
      Loans
      fully covered on such date pursuant to Section 2.10(g).

     

    “Currency”
means
      Dollars or any Foreign Currency.

     

    “Default”
means
      any
      event or condition which constitutes an Event of Default or which upon notice,
      lapse of time or both would, unless cured or waived, become an Event of
      Default.

     

    “Disclosed
      Matters”
means the actions, suits and proceedings disclosed in Schedule
      III.

     

    “Dollar
      Equivalent”
means, on any date of determination, with respect to an amount denominated
      in
      any Foreign Currency, the amount of Dollars that would be required to purchase
      such amount of such Foreign Currency on the date two Business Days prior to
      such
      date, based upon the spot selling rate at which the Administrative Agent offers
      to sell such Foreign Currency for Dollars in the London foreign exchange market
      at approximately 11:00 a.m., London time, for delivery two Business Days
      later.

     

    “Dollar
      LC Exposure”
means, at any time, the sum of (a) the aggregate undrawn amount of all
      outstanding Dollar Letters of Credit at such time plus (b) the aggregate
      amount of all LC Disbursements in respect of such Letters of Credit that have
      not yet been reimbursed by or on behalf of the Borrower at such
      time.  The Dollar LC Exposure of any Lender at any time shall be its
      Applicable Dollar Revolving Percentage of the total Dollar LC Exposure at such
      time.

     

    “Dollar
      Letters of
      Credit” means Letters of Credit that utilize the Dollar Revolving
      Commitments.

     

    “Dollar
      Revolving
      Commitment” means, with respect to each Dollar Revolving Lender, the
      commitment of such Lender to make Syndicated Revolving Loans, and to acquire
      participations in Letters of Credit and Swingline Loans, denominated in Dollars
      hereunder, expressed as an amount representing the maximum aggregate amount
      of
      such Lender’s Revolving Dollar Credit Exposure hereunder, as such commitment may
      be (a) reduced or increased from time to time pursuant to Section 2.08 and
      (b)
      reduced or increased from time to time pursuant to assignments by or to such
      Lender pursuant to Section 9.04.  The initial amount of each Lender’s
      Dollar Revolving Commitment is set forth on Schedule I, or in the Assignment
      and
      Assumption pursuant to which such Lender shall have assumed its Dollar Revolving
      Commitment, as applicable.  The aggregate amount of the Initial
      Lenders’ Dollar Revolving Commitments on the Restatement Effective Date is
      $0.

     

     

    


    
      
        
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      “Dollar
        Revolving
        Lender” means the Persons listed on Schedule I as having Dollar Revolving
        Commitments and any other Person that shall have become a party hereto
        pursuant to an Assignment and Assumption that provides for it to assume a
        Dollar
        Revolving Commitment or to acquire Revolving Dollar Credit Exposure, other
        than
        any such Person that ceases to be a party hereto pursuant to an Assignment
        and
        Assumption. 

    

     

    “Dollar
      Revolving
      Loan” means a Loan made pursuant to Section 2.01(a).

     

    “Dollars”
or
“$”
refers
      to lawful
      money of the United States of America.

     

    “Effective
      Date” means December 6,
      2006.

     

    “Environmental
      Laws”
means all laws, rules, regulations, codes, ordinances, orders, decrees,
      judgments, injunctions, notices or binding agreements issued, promulgated or
      entered into by any Governmental Authority, relating in any way to the
      environment, preservation or reclamation of natural resources, the presence,
      management or release of Hazardous Materials or to health and safety
      matters.

     

    “Environmental
      Liability” means all liabilities, obligations, damages, losses, claims,
      actions, suits, judgments, orders, fines, penalties, fees, expenses and costs,
      (including administrative oversight costs, natural resource damages and
      remediation costs), whether contingent or otherwise, arising out of or relating
      to: (a) compliance or non-compliance with any Environmental Law, (b) the
      generation, use, handling, transportation, storage, treatment or disposal of
      any
      Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release
      of
      any Hazardous Materials or (e) any contract, agreement or other consensual
      arrangement pursuant to which liability is assumed or imposed with respect
      to
      any of the foregoing.

     

    “Equity
      Interests”
means shares of capital stock, partnership interests, membership interests
      in a
      limited liability company, beneficial interests in a trust or other equity
      ownership interests in a Person, and any warrants, options or other rights
      entitling the holder thereof to purchase or acquire any such equity
      interest.

     

    “ERISA”
means
      the
      Employee Retirement Income Security Act of 1974, as amended from time to
      time.

     

    “ERISA
      Affiliate”
means any trade or business (whether or not incorporated) that, together
      with
      the Borrower, is treated as a single employer under Section 414(b) or (c) of
      the
      Code, or, solely for purposes of Section 302 of ERISA and Section 412 of the
      Code, is treated as a single employer under Section 414 of the
      Code.

     

    “ERISA
      Event” means
      (a) any “reportable event”, as defined in Section 4043 of ERISA or the
      regulations issued thereunder with respect to a Plan (other than an event for
      which the 30-day notice period is waived); (b) the existence with respect to
      any
      Plan of an “accumulated funding deficiency” (as defined in Section 412 of the
      Code or Section 302 of ERISA), and, on and after the effectiveness of the
      Pension Act, any failure by any Plan to satisfy the minimum funding standards
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    meaning
      of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan,
      whether or not waived; (c) the filing pursuant to Section 412 of the Code or
      Section 303 of ERISA of an application for a waiver of the minimum funding
      standard with respect to any Plan; (d) the incurrence by the Borrower or any
      of
      its ERISA Affiliates of any liability under Title IV of ERISA with respect
      to
      the termination of any Plan; (e) on and after the effectiveness of the Pension
      Act, a determination that any Plan is, or is expected to be, in “at-risk” status
      (within the meaning of Title IV of ERISA); (f) the receipt by the Borrower
      or
      any ERISA Affiliate from the PBGC or a plan administrator of any notice relating
      to an intention to terminate any Plan or Plans or to appoint a trustee to
      administer any Plan; (g) the incurrence by the Borrower or any of its ERISA
      Affiliates of any liability with respect to the withdrawal or partial withdrawal
      from any Plan or Multiemployer Plan; or (h) the receipt by the Borrower or
      any
      ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from
      the
      Borrower or any ERISA Affiliate of any notice, concerning the imposition of
      Withdrawal Liability or a determination that a Multiemployer Plan is, or is
      expected to be, insolvent, in reorganization or in endangered critical status
      within the meaning of Section 305 or Title IV of ERISA.

     

    “Eurocurrency”,
      when
      used in reference to any Loan or Borrowing, refers to whether such Loan, or
      the
      Loans constituting such Borrowing, are bearing interest at a rate determined
      by
      reference to the Adjusted LIBO Rate.

     

    “Event
      of Default” has
      the meaning assigned to such term in Article VII.

     

    “Excluded
      Taxes”
means, with respect to the Administrative Agent, any Lender, the Issuing
      Bank or
      any other recipient of any payment to be made by or on account of any obligation
      of the Borrower hereunder, (a) income or franchise taxes imposed on (or measured
      by) its net income by the United States of America, or by the jurisdiction
      (or
      any political subdivision thereof) under the laws of which such recipient is
      organized or in which its principal office is located or, in the case of any
      Lender, in which its applicable lending office is located, (b) any branch
      profits taxes imposed by the United States of America or any similar tax imposed
      by any other jurisdiction in which such recipient is located and (c) in the
      case
      of a Foreign Lender (other than an assignee pursuant to a request by the
      Borrower under Section 2.18(b)), any withholding tax that is imposed on amounts
      payable to such Foreign Lender at the time such Foreign Lender becomes a party
      to this Agreement (or designates a new lending office) or is attributable to
      such Foreign Lender’s failure or inability (other than as a result of a Change
      in Law) to comply with Section 2.16(e), except to the extent, other than in
      a
      case of failure to comply with Section 2.16(e), that such Foreign Lender’s (or
      its assignor, if any) was entitled, at the time of designation of a new lending
      office (or assignment), to receive additional amounts from the Borrower with
      respect to such withholding tax pursuant to Section 2.16(a).

     

    “Existing
      Credit
      Agreement” has the meaning assigned to such term in the preamble
      hereto.

     

     

     

    


    
      
        
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    “Exposure
      Decrease Cut-Off
      Amount” means (a) in the case of each Original Revolving Lender,
      $25,000,000 and (b) in the case of each Additional Revolving Lender,
      $16,666,667. 

     

    “Federal
      Funds Effective
      Rate” means, for any day, the weighted average (rounded upwards, if
      necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds
      transactions with members of the Federal Reserve System arranged by Federal
      funds brokers, as published on the next succeeding Business Day by the Federal
      Reserve Bank of New York, or, if such rate is not so published for any day
      that
      is a Business Day, the average (rounded upwards, if necessary, to the next
      1/100
      of 1%) of the quotations for such day for such transactions received by the
      Administrative Agent from three Federal funds brokers of recognized standing
      selected by it.

     

    “Financial
      Officer”
means the chief financial officer, principal accounting officer, treasurer
      or
      controller of the Borrower.

     

    “Financing
      Subsidiary”
means a direct or indirect Subsidiary of the Borrower to which any Obligor
      sells, conveys or otherwise transfers (whether directly or indirectly) Portfolio
      Investments, which engages in no material activities other than in connection
      with the purchase or financing of such assets and which is designated by the
      Borrower (as provided below) as a Financing Subsidiary,

     

    (a)           
      no portion of the Indebtedness or any other obligations (contingent or
      otherwise) of which (i) is Guaranteed by any Obligor (other than Guarantees
      in
      respect of Standard Securitization Undertakings), (ii) is recourse to or
      obligates any Obligor in any way other than pursuant to Standard Securitization
      Undertakings or (iii) subjects any property of any Obligor, directly or
      indirectly, contingently or otherwise, to the satisfaction thereof, other than
      pursuant to Standard Securitization Undertakings or any Guarantee
      thereof,

     

    (b)           
      with which no Obligor has any material contract, agreement, arrangement or
      understanding other than on terms no less favorable to such Obligor than those
      that might be obtained at the time from Persons that are not Affiliates of
      any
      Obligor, other than fees payable in the ordinary course of business in
      connection with servicing receivables, and

     

    (c)           
      to which no Obligor has any obligation to maintain or preserve such entity’s
      financial condition or cause such entity to achieve certain levels of operating
      results.

     

    Any
      such designation by the Borrower shall be effected pursuant to a certificate
      of
      a Financial Officer delivered to the Administrative Agent, which certificate
      shall include a statement to the effect that, to the best of such officer’s
      knowledge, such designation complied with the foregoing
      conditions.  Each Subsidiary of a Financing Subsidiary shall be deemed
      to be a Financing Subsidiary and shall comply with the foregoing requirements
      of
      this definition.

     

    “Foreign
      Currency”
means at any time any Currency other than Dollars.

     

     

    


    
      
        
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      “Foreign
        Currency
        Equivalent” means, with respect to any amount in Dollars, the amount of
        any Foreign Currency that could be purchased with such amount of Dollars
        using the reciprocal of the foreign exchange rate(s) specified in the definition
        of the term “Dollar Equivalent”. 

    

     

    “Foreign
      Lender” means
      any Lender that is organized under the laws of a jurisdiction other than that
      in
      which the Borrower is located.  For purposes of this definition, the
      United States of America, each State thereof and the District of Columbia shall
      be deemed to constitute a single jurisdiction.

     

    “Foreign
      Pledge
      Agreement” means a pledge or charge agreement with respect to the
      Collateral that constitutes Equity Interests of a Foreign Subsidiary, in form
      and substance reasonably satisfactory to the Administrative
      Agent.

     

    “Foreign
      Subsidiary”
means any Subsidiary that is organized under the laws of a jurisdiction
      other
      than the United States of America, any State thereof or the District of
      Columbia.

     

    “GAAP”
means
      generally
      accepted accounting principles in the United States of
      America.

     

    “Governmental
      Authority” means the government of the United States of America, or of
      any other nation, or any political subdivision thereof, whether state or local,
      and any agency, authority, instrumentality, regulatory body, court, central
      bank
      or other entity exercising executive, legislative, judicial, taxing, regulatory
      or administrative powers or functions of or pertaining to
      government.

     

    “Guarantee”
of
      or by
      any Person (the “guarantor”) means any
      obligation, contingent or otherwise, of the guarantor guaranteeing or having
      the
      economic effect of guaranteeing any Indebtedness or other obligation of any
      other Person (the “primaryobligor”)
      in any manner,
      whether directly or indirectly, and including any obligation of the guarantor,
      direct or indirect, (a) to purchase or pay (or advance or supply funds for
      the
      purchase or payment of) such Indebtedness or other obligation or to purchase
      (or
      to advance or supply funds for the purchase of) any security for the payment
      thereof, (b) to purchase or lease property, securities or services for the
      purpose of assuring the owner of such Indebtedness or other obligation of the
      payment thereof, (c) to maintain working capital, equity capital or any other
      financial statement condition or liquidity of the primary obligor so as to
      enable the primary obligor to pay such Indebtedness or other obligation or
      (d)
      as an account party in respect of any letter of credit or letter of guaranty
      issued to support such Indebtedness or obligation, provided that the term
      Guarantee shall not include endorsements for collection or deposit in the
      ordinary course of business.

     

    “Guarantee
      and Security
      Agreement” means the Guarantee and Security Agreement dated as of the
      Effective Date, and in the form of Exhibit B, between the Borrower, the
      Administrative Agent, each holder (or a representative or trustee therefor)
      from
      time to time of any Secured Longer-Term Indebtedness, and the Collateral Agent,
      as the same shall be modified and supplemented and in effect from time to
      time.

     

    


    
      
        
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      “Guarantee
        Assumption
        Agreement” means a Guarantee Assumption Agreement substantially in the
        form of Exhibit B to the Guarantee and Security Agreement between the
        Collateral Agent and an entity that, pursuant to Section 5.08, is required
        to
        become a “Subsidiary Guarantor” under the Guarantee and Security Agreement (with
        such changes as the Administrative Agent shall request, consistent with the
        requirements of Section 5.08). 

    

     

    “Hazardous
      Materials”
shall mean (a) petroleum products and byproducts, asbestos, urea formaldehyde
      foam insulation, polychlorinated biphenyls, radon gas, chlorofluorocarbons
      and
      all other ozone-depleting substances; and (b) any chemical, material, substance,
      waste, pollutant or contaminant that is prohibited, limited or regulated by
      or
      pursuant to any Environmental Law.

     

    “Hedging
      Agreement”
means any interest rate protection agreement, foreign currency exchange
      protection agreement, commodity price protection agreement or other interest
      or
      currency exchange rate or commodity price hedging
      arrangement.

     

    “Holding”
      means BlackRock Kelso
      Capital Holding LLC.

     

    “Increasing
      Lender”
has the meaning assigned to such term in Section 2.08(e).

     

    “Incremental
      Extension of
      Credit” means any Revolving Commitment Increase, any Term Loan and any
      Incremental Term Loan.

     

    “Incremental
      Facility
      Amendment” has the meaning assigned to such term in Section
      2.19(c).

     

    “Incremental
      Facility Closing
      Date” has the meaning assigned to such term in Section
      2.19(c).

     

    “Incremental
      Term
      Loans” has the meaning assigned to such term in Section
      2.19(a).

     

    “Indebtedness”
of
      any
      Person means, without duplication, (a) all obligations of such Person for
      borrowed money or with respect to deposits or advances of any kind, (b) all
      obligations of such Person evidenced by bonds, debentures, notes or similar
      instruments, (c) all obligations of such Person under conditional sale or other
      title retention agreements relating to property acquired by such Person, (d)
      all
      obligations of such Person in respect of the deferred purchase price of property
      or services (excluding accounts payable incurred in the ordinary course of
      business), (e) all Indebtedness of others secured by any Lien on property owned
      or acquired by such Person, whether or not the Indebtedness secured thereby
      has
      been assumed, (f) all Guarantees by such Person of Indebtedness of others,
      (g)
      all Capital Lease Obligations of such Person, (h) all obligations, contingent
      or
      otherwise, of such Person as an account party in respect of letters of credit
      and letters of guaranty and (i) all obligations, contingent or otherwise, of
      such Person in respect of bankers’ acceptances.  The Indebtedness of
      any Person shall include the Indebtedness of any other entity (including any
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    Person
      is a general partner) to the extent such Person is liable therefor as a result
      of such Person’s ownership interest in or other relationship with such entity,
      except to the extent the terms of such Indebtedness provide that such Person
      is
      not liable therefor.

     

    “Indemnified
      Taxes”
means Taxes other than Excluded Taxes.

     

    “Independent”
when
      used with respect to any specified Person means that such Person (a) does not
      have any direct financial interest or any material indirect financial interest
      in the Borrower or any of its Subsidiaries or Affiliates (including its
      investment advisor or any Affiliate thereof) and (b) is not connected with
      the
      Borrower or any of its Subsidiaries or Affiliates (including its investment
      advisor or any Affiliate thereof) as an officer, employee, promoter,
      underwriter, trustee, partner, director or Person performing similar
      functions.

     

    “Industry
      Classification
      Group” means (a) any of the Moody’s classification groups set forth in
      Schedule VI hereto, together with any such classification groups that may be
      subsequently established by Moody’s and provided by the Borrower to the Lenders,
      and (b) up to three additional industry group classifications established by
      the
      Borrower pursuant to Section 5.12.

     

    “Initial
      Lender” means
      each of Citibank, JPMorgan Chase Bank, N.A., Wachovia Bank, National
      Association, Merrill Lynch Capital Corporation, Bear Stearns Corporate Lending
      Inc. and UBS Loan Finance LLC.

     

    “Initial
      Lenders Maximum
      Exposure” has the meaning assigned to such term in Section
      2.08(e)(iii).

     

    “Interest
      Election
      Request” means a request by the Borrower to convert or continue a
      Borrowing in accordance with Section 2.07.

     

    “Interest
      Payment
      Date” means (a) with respect to any ABR Loan, each Quarterly Date, (b)
      with respect to any Eurocurrency Loan, the last day of each Interest Period
      therefor and, in the case of any Interest Period of more than three months’
duration, each day prior to the last day of such Interest Period that occurs
      at
      three-month intervals after the first day of such Interest Period and (c) with
      respect to any Swingline Loan, the day that such Loan is required to be
      repaid.

     

    “Interest
      Period”
means, for any Eurocurrency Loan or Borrowing, the period commencing
      on the date
      of such Loan or Borrowing and ending on the numerically corresponding day in
      the
      calendar month that is one, two, three or six months thereafter or, with respect
      to such portion of any Eurocurrency Revolving Loan or Borrowing denominated
      in a
      Foreign Currency that is scheduled to be repaid on the Revolving Commitment
      Termination Date, a period of less than one month’s duration commencing on the
      date of such Loan or Borrowing and ending, in the case of Eurocurrency Revolving
      Loans or Borrowings, on the Revolving Commitment Termination Date, or, in the
      case of Eurocurrency Term Loans or Borrowings, on the Term Loan Maturity Date,
      as specified in the applicable Borrowing Request or Interest Election Request,
      provided that (i) if
      any Interest Period would end on a day other than a

     

    


    
      
        
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    Business
      Day, such Interest Period shall be extended to the next succeeding Business
      Day
      unless such next succeeding Business Day would fall in the next calendar month,
      in which case such Interest Period shall end on the next preceding Business
      Day,
      and (ii) any Interest Period (other than an Interest Period pertaining to a
      Eurocurrency Revolving Borrowing denominated in a Foreign Currency that ends
      on
      the Revolving Commitment Termination Date that is permitted to be of less than
      one month’s duration as provided in this definition) that commences on the last
      Business Day of a calendar month (or on a day for which there is no numerically
      corresponding day in the last calendar month of such Interest Period) shall
      end
      on the last Business Day of the last calendar month of such Interest
      Period.  For purposes hereof, the date of a Loan initially shall be
      the date on which such Loan is made and thereafter shall be the effective date
      of the most recent conversion or continuation of such Loan, and the date of
      a
      Borrowing comprising Loans that have been converted or continued shall be the
      effective date of the most recent conversion or continuation of such
      Loans.

     

    “Investment”
means,
      for any Person:  (a) Equity Interests, bonds, notes, debentures or
      other securities of any other Person or any agreement to acquire any Equity
      Interests, bonds, notes, debentures or other securities of any other Person
      (including any “short sale” or any sale of any securities at a time when such
      securities are not owned by the Person entering into such sale); (b) deposits,
      advances, loans or other extensions of credit made to any other Person
      (including purchases of property from another Person subject to an understanding
      or agreement, contingent or otherwise, to resell such property to such Person);
      or (c) Hedging Agreements.

     

    “Investment
      Company
      Act” means the Investment Company Act of 1940, as amended from time to
      time.

     

    “Investment
      Policies”
means the investment objectives, policies, restrictions and limitations
      set
      forth in the report of the Borrower to the SEC on Form 10-K for the fiscal
      year
      ended December 31, 2005, including any amendments, changes, supplements or
      modifications thereto, provided that any
      amendment, change, supplement or modification thereto that (a) is, or could
      reasonably be expected to be, material and adverse to the Lenders and (b) was
      effected without the prior written consent of the Administrative Agent (with
      the
      approval of the Required Lenders) shall be deemed excluded from the definition
      of “Investment Policies” for purposes of this Agreement.

     

    “Issuing
      Bank” means
      Citibank, in its capacity as the issuer of Letters of Credit hereunder, and
      its
      successors in such capacity as provided in Section 2.05(j).  In the
      case of any Letter of Credit to be issued in an Agreed Foreign Currency,
      Citibank may designate any of its affiliates as the “Issuing Bank” for purposes
      of such Letter of Credit.

     

    “LC
      Disbursement”
means a payment made by the Issuing Bank pursuant to a Letter of
      Credit.

     

    “LC
      Exposure” means,
      at any time, the sum of the Dollar LC Exposure and the Multicurrency LC
      Exposure, in each case at such time.

     

    


    
      
        
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    “Lenders”
means,
      collectively, the Revolving Lenders and the Term Lenders.  Unless the
      context otherwise requires, the term “Lenders” includes the Swingline
      Lender.

     

    “Letter
      of Credit”
means any letter of credit issued pursuant to this Agreement and the
      Existing
      Credit Agreement.

     

    “Letter
      of Credit Collateral
      Account” has the meaning assigned to such term in Section
      2.05(k).

     

    “Letter
      of Credit
      Documents” means, with respect to any Letter of Credit, collectively, any
      application therefor and any other agreements, instruments, guarantees or other
      documents (whether general in application or applicable only to such Letter
      of
      Credit) governing or providing for (a) the rights and obligations of the parties
      concerned or at risk with respect to such Letter of Credit or (b) any collateral
      security for any of such obligations, each as the same may be modified and
      supplemented and in effect from time to time.

     

    “LIBO
      Rate” means, for
      the Interest Period for any Eurocurrency Borrowing denominated in any Currency,
      the rate appearing on Page 3750 of the Telerate Service (or on any successor
      or
      substitute page of such Service, or any successor to or substitute for such
      Service, providing rate quotations comparable to those currently provided on
      such page of such Service, as determined by the Administrative Agent from time
      to time for purposes of providing quotations of interest rates applicable to
      deposits in such currency in the London or other applicable interbank market)
      at
      approximately 11:00 a.m., London time, two Business Days prior to the
      commencement of such Interest Period, as LIBOR for deposits denominated in
      such
      Currency with a maturity comparable to such Interest Period.  In the
      event that such rate is not available as described above for any reason, then
      the LIBO Rate for such Interest Period shall be the rate at which deposits
      in
      such Currency in the amount of $5,000,000 and for a maturity comparable to
      such
      Interest Period are offered by the principal London office of the Administrative
      Agent in immediately available funds in the London interbank market at
      approximately 11:00 a.m., London time, two Business Days prior to the
      commencement of such Interest Period.

     

    “LIBOR”
means,
      for any
      Currency, the rate at which deposits denominated in such Currency are offered
      to
      leading banks in the London interbank market (or, in the case of English Pounds
      Sterling, in the eurocurrency market).

     

    “Lien”
means,
      with
      respect to any asset, (a) any mortgage, deed of trust, lien, pledge,
      hypothecation, encumbrance, charge or security interest in, on or of such asset,
      (b) the interest of a vendor or a lessor under any conditional sale agreement,
      capital lease or title retention agreement (or any financing lease having
      substantially the same economic effect as any of the foregoing) relating to
      such
      asset and (c) in the case of securities, any purchase option, call or similar
      right of a third party with respect to such securities, except in favor of
      the
      issuer thereof.

     

    


    
      
        
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    “Loan
      Documents”
means, collectively, this Agreement, the Letter of Credit Documents
      and the
      Security Documents.

     

    “Loans”
means
      the
      loans made by the Lenders to the Borrower pursuant to this Agreement and any
      loans made by the Lenders to the Borrower that are outstanding under the
      Existing Credit Agreement on the Restatement Effective Date (which loans shall
      remain outstanding hereunder on the terms set forth herein).

     

    “Local
      Time” means,
      with respect to any Loan denominated in or any payment to be made in any
      Currency, the local time in the Principal Financial Center for the Currency
      in
      which such Loan is denominated or such payment is to be
      made.

     

    “Mandatory
      Reduction
      Amount” is an amount equal to the lesser of (i) 100% of the amount of the
      Net Proceeds received by or on behalf of the Borrower or any Subsidiary in
      respect of any Mandatory Reduction Event and (ii) the Temporary Increase Amount
      immediately prior to such Mandatory Reduction Event.

     

    “Mandatory
      Reduction
      Event” means (a) any sale, transfer or other disposition of any property
      or asset of the Borrower or any Subsidiary (other than a Financing Subsidiary)
      to a Financing Subsidiary; (b) the issuance by the Borrower or any Subsidiary
      of
      any Equity Interests, or the receipt by the Borrower or any Subsidiary of any
      capital contribution, other than (i) any such issuance of Equity Interests
      to,
      or receipt of any such capital contribution from, the Borrower or any
      Subsidiary, (ii) the issuance of Borrower common stock pursuant to a
      reinvestment of dividends or distributions on Borrower common stock in
      accordance with the Borrower’s Amended and Restated Automatic Dividend
      Investment Plan dated as of September 27, 2007 and (iii) any other issuance
      and
      sale of Borrower common stock (at a price per share at least equal to the most
      recently determined net asset value per share of common stock at the time of
      such sale) to the extent not exceeding, together with all previous sales of
      Borrower common stock made on or after the Prepayment Effective Date in
      accordance with this clause (iii), aggregate gross sale proceeds of $5,000,000;
      or (c) the incurrence by the Borrower or any Subsidiary of any Indebtedness,
      other than Indebtedness permitted under Section 6.01(a), (c), (d), (e), (f)
      and
      (h) or permitted by the Required Lenders pursuant to Section
      9.02.

     

    “Margin
      Stock” means
“margin stock” within the meaning of Regulations T, U and X.

     

    “Material
      Adverse
      Change” has the meaning assigned to such term in Section
      3.04(b).

     

    “Material
      Adverse
      Effect” means a material adverse effect on (a) the business, Portfolio
      Investments and other assets, liabilities and financial condition of the
      Borrower taken as a whole (excluding in any case a decline in the net asset
      value of the Borrower or a change in general market conditions or values of
      the
      Borrower’s Portfolio Investments), or (b) the validity or enforceability of any
      of the Loan Documents or the rights or remedies of the Administrative Agent
      and
      the Lenders thereunder.

     

    


    
      
        
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    “Material
      Indebtedness” means (a) Indebtedness (other than the Loans, Letters of
      Credit and Hedging Agreements) of any one or more of the Borrower and its
      Subsidiaries in an aggregate principal amount exceeding $25,000,000 and (b)
      obligations in respect of one or more Hedging Agreements under which the maximum
      aggregate amount (giving effect to any netting agreements) that the Borrower
      and
      the Subsidiaries would be required to pay if such Hedging Agreement(s) were
      terminated at such time would exceed $25,000,000.

     

    “Moody’s”
means
      Moody’s Investors Service, Inc.  or any successor
      thereto.

     

    “Mortgage”
means
      a
      mortgage, deed of trust, assignment of leases and rents, leasehold mortgage
      or
      other security document granting a Lien on any Mortgaged Property to secure
      the
      Obligations.  Each Mortgage shall be satisfactory in form and
      substance to the Administrative Agent.

     

    “Mortgaged
      Property”
means, initially, each parcel of real property and the improvements
      thereto
      owned by an Obligor, and includes each other parcel of real property and the
      improvements thereto owned by an Obligor with respect to which a Mortgage is
      granted pursuant to Section 5.08.

     

    “Multicurrency
      LC
      Exposure” means, at any time, the sum of (a) the aggregate undrawn amount
      of all outstanding Multicurrency Letters of Credit at such time plus (b) the aggregate
      amount of all LC Disbursements in respect of such Letters of Credit that have
      not yet been reimbursed by or on behalf of the Borrower at such
      time.  The Multicurrency LC Exposure of any Revolving Lender at any
      time shall be its Applicable Multicurrency Revolving Percentage of the total
      Multicurrency LC Exposure at such time.

     

    “Multicurrency
      Letters of
      Credit” means Letters of Credit that utilize the Multicurrency Revolving
      Commitments.

     

    “Multicurrency
      Revolving
      Commitment” means, with respect to each Multicurrency Revolving Lender,
      the commitment of such Lender to make Syndicated Revolving Loans, and to acquire
      participations in Letters of Credit and Swingline Loans, denominated in Dollars
      and in Agreed Foreign Currencies hereunder, expressed as an amount representing
      the maximum aggregate amount of such Lender’s Revolving Multicurrency Credit
      Exposure hereunder, as such commitment may be (a) reduced or increased from
      time
      to time pursuant to Section 2.08 and (b) reduced or increased or increased
      from
      time to time pursuant to assignments by or to such  Lender pursuant to
      Section 9.04.  The initial amount of each Lender’s Revolving
      Multicurrency Revolving Commitment is set forth on Schedule I, or in the
      Assignment and Assumption pursuant to which such Lender shall have assumed
      its
      Multicurrency Revolving Commitment, as applicable.  The aggregate
      amount of the Initial Lenders’ Multicurrency Revolving Commitments on the
      Restatement Effective Date is $400,000,000 plus the Temporary
      Increase Amount, as reduced from time to time (subject to reduction on the
      Restatement Effective Date pursuant to Section 2.08(e)(iii) in respect of the
      Syndicated Term Loans).

     

    


    
      
        
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    “Multicurrency
      Revolving
      Lender” means the Persons listed on Schedule I as having Multicurrency
      Revolving Commitments and any other Person that shall have become a party hereto
      pursuant to an Assignment and Assumption that provides for it to assume a
      Multicurrency Revolving Commitment or to acquire Revolving Multicurrency Credit
      Exposure, other than any such Person that ceases to be a party hereto pursuant
      to an Assignment and Assumption.

     

    “Multicurrency
      Revolving
      Loan” means a Loan made pursuant to Section 2.01(b).

     

    “Multiemployer
      Plan”
means a multiemployer plan as defined in Section 4001(a)(3) of
      ERISA.

     

    “National
      Currency”
means the currency, other than the Euro, of a Participating Member
      State.

     

    “Net
      Proceeds” means,
      with respect to any event, (a) the cash proceeds received in respect of such
      event, including any cash received in respect of any non cash proceeds
      (including any cash payments received by way of deferred payment of principal
      pursuant to a note or installment receivable or purchase price adjustment or
      earn-out, but excluding any reasonable interest payments), but only as and
      when
      received, minus (b)
      the sum of (i) all reasonable fees and out of pocket expenses paid by the
      Borrower and the Subsidiaries to third parties (other than Affiliates,
      excluding, for the avoidance of doubt, Merrill Lynch & Co., Inc. and its
      Subsidiaries) in connection with such event and (ii) the amount of all taxes
      paid (or reasonably estimated to be payable) by the Borrower and the
      Subsidiaries in connection with such event.

     

    “Non-Consenting
      Lender” has the meaning assigned to such term in Section
      9.02(b).

     

    “Obligor”
means,
      collectively, the Borrower and the Subsidiary Guarantors.

     

    “Original
      Revolving
      Lender” means each of Citibank, JPMorgan Chase Bank, N.A., Wachovia Bank,
      National Association and Merrill Lynch Capital Corporation.

     

    “Other
      Covered
      Indebtedness” means, collectively, Secured Longer-Term Indebtedness,
      Secured Shorter-Term Indebtedness and Unsecured Shorter-Term
      Indebtedness.

     

    “Other
      Permitted
      Indebtedness” means (a) accrued expenses and current trade accounts
      payable incurred in the ordinary course of the Borrower’s business which are not
      overdue for a period of more than 90 days or which are being contested in good
      faith by appropriate proceedings, (b) Indebtedness (other than Indebtedness
      for
      borrowed money) arising in connection with transactions in the ordinary course
      of the Borrower’s business in connection with its purchasing of securities,
      derivatives transactions, reverse repurchase agreements or dollar rolls to
      the
      extent such transactions are permitted under

     

    


    
      
        
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    the
      Investment Company Act and the Borrower’s Investment Policies, provided that such
      Indebtedness does not arise in connection with the purchase of Portfolio
      Investments other than Cash Equivalents and U.S. Government Securities and
      (c)
      Indebtedness in respect of judgments or awards that have been in force for
      less
      than the applicable period for taking an appeal so long as such judgments or
      awards do not constitute an Event of Default under clause (l) of Article
      VII.

     

    “Other
      Secured
      Indebtedness” means Secured Longer-Term Indebtedness.

     

    “Other
      Taxes” means
      any and all present or future stamp or documentary taxes or any other excise
      or
      property taxes, charges or similar levies arising from any payment made under
      any Loan Document or from the execution, delivery or enforcement of, or
      otherwise with respect to, any Loan Document.

     

    “Participating
      Member
      State” means any member state of the European Community that adopts or
      has adopted the Euro as its lawful currency in accordance with the legislation
      of the European Union relating to the European Monetary
      Union.

     

    “PBGC”
means
      the
      Pension Benefit Guaranty Corporation referred to and defined in ERISA and any
      successor entity performing similar functions.

     

    “Pension
      Act” means
      the Pension Protection Act of 2006, as amended.

     

    “Perfection
      Certificate” means a certificate in the form of Exhibit D or any other
      form approved by the Administrative Agent.

     

    “Permitted
      Board-Approved
      Affiliate Transaction” means any transaction between the Borrower or any
      of its Subsidiaries, on the one hand, and any Affiliate of the Borrower, on
      the
      other hand (including any amendment, modification, supplement or waiver of
      an
      Affiliate Agreement), that (a) has been approved by a majority of the
      independent directors of the Board of Directors of the Borrower and (b) has
      been
      consented to by the Administrative Agent (such consent not to be unreasonably
      withheld or delayed).

     

    “Permitted
      Liens”
means (a) Liens imposed by any Governmental Authority for taxes, assessments
      or
      charges not yet due or that are being contested in good faith and by appropriate
      proceedings if adequate reserves with respect thereto are maintained on the
      books of the Borrower in accordance with GAAP; (b) Liens of clearing agencies,
      broker-dealers and similar Liens incurred in the ordinary course of business,
      provided that such
      Liens (i) attach only to the securities (or proceeds) being purchased or sold
      and (ii) secure only obligations incurred in connection with such purchase
      or
      sale, and not any obligation in connection with margin financing; (c) Liens
      imposed by law, such as materialmen’s, mechanics’, carriers’, workmens’, storage
      and repairmen’s Liens and other similar Liens arising in the ordinary course of
      business and securing obligations (other than Indebtedness for borrowed money);
      (d) Liens incurred or pledges or deposits made to secure obligations incurred
      in
      the ordinary course of business under workers’ compensation laws, unemployment
      insurance or other similar social security legislation (other than in respect
      of
      employee benefit plans subject to ERISA) or to secure public
      or

     

    


    
      
        
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    statutory
      obligations; (e) Liens securing the performance of, or payment in respect of,
      bids, insurance premiums, deductibles or co-insured amounts, tenders, government
      or utility contracts (other than for the repayment of borrowed money), surety,
      stay, customs and appeal bonds and other obligations of a similar nature
      incurred in the ordinary course of business; (f) Liens arising out of judgments
      or awards that have been in force for less than the applicable period for taking
      an appeal so long as such judgments or awards do not constitute an Event of
      Default under clause (l) of Article VII; (g) customary rights of setoff and
      liens upon (i) deposits of cash in favor of banks or other depository
      institutions in which such cash is maintained in the ordinary course of
      business, (ii) cash and financial assets held in securities accounts in favor
      of
      banks and other financial institutions with which such accounts are maintained
      in the ordinary course of business and (iii) assets held by a custodian in
      favor
      of such custodian in the ordinary course of business securing payment of fees,
      indemnities and other similar obligations; (h) Liens arising solely from
      precautionary filings of financing statements under the Uniform Commercial
      Code
      of the applicable jurisdictions in respect of operating leases entered into
      by
      the Borrower or any of its Subsidiaries in the ordinary course of business;
      and
      (i) Liens incurred in connection with any Hedging Agreement entered into with
      a
      Lender (or an Affiliate of a Lender) in the ordinary course of business and
      not
      for speculative purposes.

     

    “Permitted
      Manager”
means (a) any Affiliate of BlackRock Kelso Capital Advisors that succeeds
      BlackRock Kelso Capital Advisors as the sole manager of Holding in the event
      that BlackRock Kelso Capital Advisors would otherwise be required under GAAP
      to
      consolidate in its financial statements Holding and/or the Borrower and (b)
      any
      other Person succeeding as sole manager of Holding with the consent of the
      Required Lenders.

     

    “Person”
means
      any
      natural person, corporation, limited liability company, trust, joint venture,
      association, company, partnership, Governmental Authority or other
      entity.

     

    “Plan”
means
      any
      employee pension benefit plan (other than a Multiemployer Plan) subject to
      the
      provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of
      ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or,
      if
      such plan were terminated, would under Section 4069 of ERISA be deemed to be)
      an
“employer” as defined in Section 3(5) of ERISA.

     

    “Platform”
shall
      have
      the meaning assigned to such term in Section 9.01(c).

     

    “Portfolio
      Investment”
means any Investment held by the Obligors in their asset portfolio (and
      solely
      for purposes of determining the Borrowing Base, Cash).

     

    “Portfolio
      Pricing
      Practices” means the Borrower’s written Amended and Restated Portfolio
      Pricing Practices as of the Effective Date (attached hereto as Exhibit E)
      together with any amendment, change, modification or supplement thereto, provided that any
      amendment, change, supplement or modification thereto that (a) is, or
      could

     

    


    
      
        
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    reasonably
      be expected to be, material and adverse to the Lenders and (b) was effected
      without (x) the approval of a majority of the independent directors of the
      Board
      of Directors of the Borrower and (y) the consent of the Administrative Agent
      (with the approval of the Required Lenders) (such consent not to be unreasonably
      withheld or delayed) shall be deemed excluded from the definition of “Portfolio
      Pricing Practices” for purposes of this Agreement.

     

    “Prepayment
      Effective
      Date” means the date on which Net Proceeds in respect of any Mandatory
      Reduction Event are received by or on behalf of the Borrower or any
      Subsidiary.

     

    “Prime
      Rate” means the
      rate of interest per annum publicly announced from time to time by Citibank
      as
      its prime rate in effect at its principal office in New York City; each change
      in the Prime Rate shall be effective from and including the date such change
      is
      publicly announced as being effective.

     

    “Principal
      Financial
      Center” means, in the case of any Currency, the principal financial
      center where such Currency is cleared and settled, as determined by the
      Administrative Agent.

     

    “Quarterly
      Dates”
means the last Business Day of March, June, September and December in
      each year,
      commencing on December 31, 2007.

     

    “Reaffirmation
      Agreement” means the Reaffirmation Agreement dated the date hereof,
      substantially in the form of Exhibit D, between the Borrower and Citibank,
      as
      Administrative Agent and Collateral Agent, as the same shall be modified and
      supplemented from time to time.

     

    “Register”
has
      the
      meaning set forth in Section 9.04.

     

    “Regulations
      D, T, U and
      X” means, respectively, Regulations D, T, U and X of the Board of
      Governors of the Federal Reserve System (or any successor), as the same may
      be
      modified and supplemented and in effect from time to time.

     

    “Related
      Parties”
means, with respect to any specified Person, such Person’s Affiliates and the
      respective directors, officers, employees, agents and advisors of such Person
      and such Person’s Affiliates.

     

    “Required
      Lenders”
means, at any time, Lenders having outstanding Term Loans, Revolving
      Credit
      Exposures and unused Commitments representing more than 50% of the sum of the
      aggregate outstanding amount of Term Loans, the total Revolving Credit Exposures
      and unused Commitments at such time.  The Required Lenders of a Class
      (which shall include the terms “Required Dollar Revolving Lenders”, “Required
      Multicurrency Revolving Lenders” and “Required Syndicated Term Lenders”) means
      Lenders having Term Loans, Revolving Credit Exposures and/or unused Commitments
      of such Class representing more than 50% of the sum of the total outstanding
      Term Loans, Revolving Credit Exposures and/or unused Commitments of such Class
      at such time.

     

    


    
      
        
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    “Restatement
      Effective
      Date” means the date on which the conditions specified in Section 4.01
      and 4.02 are satisfied (or waived in accordance with Section
      9.02).

     

    “Restricted
      Payment”
means any dividend or other distribution (whether in cash, securities
      or other
      property) with respect to any shares of any class of capital stock of the
      Borrower or any of its Subsidiaries, or any payment (whether in
      cash,  securities or other property), including any sinking fund or
      similar deposit, on account of the purchase, redemption, retirement,
      acquisition, cancellation or termination of any such shares of capital stock
      of
      the Borrower or any option, warrant or other right to acquire any such shares
      of
      capital stock of the Borrower.

     

    “Revolving
      Commitment
      Increase” has the meaning assigned to such term in Section
      2.08(e)(i).

     

    “Revolving
      Commitment
      Increase Date” has the meaning assigned to such term in Section
      2.08(e)(i).

     

    “Revolving
      Commitment
      Reduction Amount” has the meaning assigned to such term in Section
      2.08(e)(iii).

     

    “Revolving
      Commitment
      Termination Date” means December 6, 2010.

     

    “Revolving
      Commitments” means, collectively, the Dollar Revolving Commitments and
      the Multicurrency Revolving Commitments.

     

    “Revolving
      Credit
      Exposure” means, with respect to any Lender at any time, the sum of the
      outstanding principal amount of such Lender’s Revolving Dollar Credit Exposure
      and Revolving Multicurrency Credit Exposure at such time.

     

    “Revolving
      Dollar Credit
      Exposure” means, with respect to any Lender at any time, the sum of the
      outstanding principal amount of such Lender’s Syndicated Revolving Loans, and
      its LC Exposure and Swingline Exposure, at such time made or incurred under
      the
      Dollar Revolving Commitments.

     

    “Revolving
      Lenders”
means, collectively, the Dollar Revolving Lenders and the Multicurrency
      Revolving Lenders.

     

    “Revolving
      Loan” means
      the Loans made by the Revolving Lenders to the Borrower pursuant to Sections
      2.01(a) and/or 2.01(b).

     

    “Revolving
      Multicurrency
      Credit Exposure” means, with respect to any Lender at any time, the sum
      of the outstanding principal amount of such Lender’s Syndicated Revolving Loans,
      and its LC Exposure and Swingline Exposure, at such time made or incurred under
      the Multicurrency Revolving Commitments.

     

    “RIC”
means
      a person
      qualifying for treatment as a “regulated investment company” under the
      Code.

     

    


    
      
        
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    “S&P”
means
      Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies,
      Inc., a New York corporation, or any successor thereto.

     

    “SEC”
means
      the
      Securities and Exchange Commission.

     

    “Second
      Currency” has
      the meaning assigned to such term in Section 9.11.

     

    “Secured
      Longer-Term
      Indebtedness” means, as at any date, Indebtedness (other than
      Indebtedness hereunder) of the Borrower (which may be Guaranteed by Subsidiary
      Guarantors) that (a) has no amortization prior to, and a final maturity date
      not
      earlier than, six months after the Revolving Commitment Termination Date, (b)
      is
      incurred pursuant to documentation containing other terms (including interest,
      amortization, covenants and events of default) that are no more restrictive
      in
      any material respect upon the Borrower and its Subsidiaries than those set
      forth
      in this Agreement and (c) is not secured by any assets of any Obligor other
      than
      pursuant to the Security Documents and the holders of which have agreed, in
      a
      manner satisfactory to the Administrative Agent and the Collateral Agent, to
      be
      bound by the provisions of the Security Documents.

     

    “Secured
      Shorter-Term
      Indebtedness” means, collectively, (a) any Indebtedness of the Borrower
      or any Subsidiary that is secured by any assets of any Obligor and that does
      not
      constitute Secured Longer-Term Indebtedness and (b) any Indebtedness that is
      designated as “Secured Shorter-Term Indebtedness” pursuant to Section
      6.11(a).

     

    “Security
      Documents”
means, collectively, the Guarantee and Security Agreement, the Reaffirmation
      Agreement, all Uniform Commercial Code financing statements filed with respect
      to the security interests in personal property created pursuant to the Guarantee
      and Security Agreement and all other assignments, pledge agreements, security
      agreements, control agreements and other instruments executed and delivered
      on
      or after the Effective Date by any of the Obligors pursuant to the Guarantee
      and
      Security Agreement or otherwise providing or relating to any collateral security
      for any of the Secured Obligations under and as defined in the Guarantee and
      Security Agreement.

     

    “Shareholders’
Equity”
      means, at any date, the amount determined on a consolidated basis, without
      duplication, in accordance with GAAP, of shareholders’ equity or net assets, as
      applicable, for the Borrower and its Subsidiaries at such
      date.

     

    “Special
      Equity
      Interest” means any Equity Interest that is subject to a Lien in favor of
      creditors of the issuer of such Equity Interest, provided that (a) such
      Lien was created to secure Indebtedness owing by such issuer to such creditors,
      (b) such Indebtedness was (i) in existence at the time the Obligors acquired
      such Equity Interest, (ii) incurred or assumed by such issuer substantially
      contemporaneously with such acquisition or (iii) already subject to a Lien
      granted to such creditors and (c) unless such Equity Interest is not intended
      to
      be included in the Collateral, the documentation

     

    


    
      
        
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    creating
      or governing such Lien does not prohibit the inclusion of such Equity Interest
      in the Collateral.

     

    “Specified
      Currency”
has the meaning assigned to such term in Section 9.11.

     

    “Specified
      Place” has
      the meaning assigned to such term in Section 9.11.

     

    “Standard
      Securitization
      Undertakings” means, collectively, (a) customary arm’s-length servicing
      obligations (together with any related performance guarantees), (b) obligations
      (together with any related performance guarantees) to refund the purchase price
      or grant purchase price credits for dilutive events or misrepresentations (in
      each case unrelated to the collectibility of the assets sold or the
      creditworthiness of the associated account debtors or loan obligors) and (c)
      representations, warranties, covenants and indemnities (together with any
      related performance guarantees) of a type that are reasonably customary in
      accounts receivable or loan securitizations.

     

    “Statutory
      Reserve
      Rate” means, for the Interest Period for any Eurocurrency Borrowing, a
      fraction (expressed as a decimal), the numerator of which is the number one
      and
      the denominator of which is the number one minus the arithmetic
      mean,
      taken over each day in such Interest Period, of the aggregate of the maximum
      reserve percentages (including any marginal, special, emergency or supplemental
      reserves) expressed as a decimal established by the Board to which the
      Administrative Agent is subject for eurocurrency funding (currently referred
      to
      as “Eurocurrency liabilities” in Regulation D).  Such reserve
      percentages shall include those imposed pursuant to Regulation
      D.  Eurocurrency Loans shall be deemed to constitute eurocurrency
      funding and to be subject to such reserve requirements without benefit of or
      credit for proration, exemptions or offsets that may be available from time
      to
      time to any Lender under Regulation D or any comparable
      regulation.  The Statutory Reserve Rate shall be adjusted
      automatically on and as of the effective date of any change in any reserve
      percentage.

     

    “Subsidiary”
means,
      with respect to any Person (the “parent”) at any date,
      any
      corporation, limited liability company, partnership, association or other entity
      the accounts of which would be consolidated with those of the parent in the
      parent’s consolidated financial statements if such financial statements were
      prepared in accordance with GAAP as of such date, as well as any other
      corporation, limited liability company, partnership, association or other entity
      (a) of which securities or other ownership interests representing more than
      50%
      of the equity or more than 50% of the ordinary voting power or, in the case
      of a
      partnership, more than 50% of the general partnership interests are, as of
      such
      date, owned, controlled or held, or (b) that is, as of such date, otherwise
      Controlled, by the parent or one or more subsidiaries of the parent or by the
      parent and one or more subsidiaries of the parent.  Anything herein to
      the contrary notwithstanding, the term “Subsidiary” shall not include any Person
      that constitutes an Investment held by the Borrower in the ordinary course
      of
      business and that is not, under GAAP, consolidated on the financial statements
      of the Borrower and its Subsidiaries.  Unless otherwise specified,
“Subsidiary” means a Subsidiary of the Borrower.

     

    


    
      
        
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    “Subsidiary
      Guarantor”
means any Subsidiary that is a Guarantor under the Guarantee and Security
      Agreement.

     

    “Swingline
      Exposure”
means, at any time, the aggregate principal amount of all Swingline
      Loans
      outstanding at such time.  The Swingline Exposure of any Lender at any
      time shall be the sum of (i) its Applicable Dollar Revolving Percentage of
      the
      total Swingline Exposure at such time incurred under the Dollar Revolving
      Commitments and (ii) its Applicable Multicurrency Revolving Percentage of the
      total Swingline Exposure at such time incurred under the Multicurrency Revolving
      Commitments.

     

    “Swingline
      Lender”
means Citibank, in its capacity as lender of Swingline Loans
      hereunder.

     

    “Swingline
      Loan” means
      a Loan made pursuant to Section 2.04.

     

    “Syndicated”,
      when
      used in reference to any Loan or Borrowing, refers to whether such Loan, or
      the
      Loans constituting such Borrowing, are made pursuant to Section
      2.01.

     

    “Syndicated
      Term
      Lenders” means the Persons listed on Schedule I as having Term Loan
      Commitments and any other Person that shall have become a party hereto pursuant
      to an Assignment and Assumption that provides for it to assume an outstanding
      Term Loan, other than any such Person that ceases to be a party hereto pursuant
      to an Assignment and Assumption.

     

    “Syndicated
      Term Loan”
means a Loan made pursuant to Section 2.01(c).

     

    “Taxes”
means
      any and
      all present or future taxes, levies, imposts, duties, deductions, charges or
      withholdings imposed by any Governmental Authority.

     

    “Temporary
      Increase”
means the several temporary increases, by each of the Temporary Increase
      Lenders, of their respective Multicurrency Revolving Commitments, as specified
      on Schedule I and as reduced from time to time in accordance with Sections
      2.08(e)(iii) and 2.08(f), taken as a whole.  The Temporary Increase
      shall expire on the Temporary Increase Expiry Date.

     

    “Temporary
      Increase
      Amount” means the aggregate amount of the several Multicurrency Revolving
      Commitment increases under the Temporary Increase, as reduced from time to
      time.  The initial Temporary Increase Amount is $100,000,000 and any
      Temporary Increase Amount remaining on the Temporary Increase Expiry Date shall
      be reduced to zero (0) on such Temporary Increase Expiry
      Date.

     

    “Temporary
      Increase Expiry
      Date” means April 14, 2008.

     

    “Temporary
      Increase
      Lender” means each of Citibank, N.A., JPMorgan Chase Bank, N.A., Wachovia
      Bank, National Association and Merrill Lynch Capital
      Corporation.

     

    


    
      
        
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    “Term
      Lenders” means,
      collectively, the Syndicated Term Lenders and any Lender with an outstanding
      Incremental Term Loan or a Commitment to make an Incremental Term
      Loan.

     

    “Term
      Loan” means a
      Syndicated Term Loan or any Incremental Term Loan.

     

    “Term
      Loan Commitment”
means the commitment of each Syndicated Term Lender to make a Syndicated
      Term
      Loan denominated in Dollars hereunder on the Restatement Effective Date,
      expressed as an amount representing the maximum principal amount of Syndicated
      Term Loans to be made by such Syndicated Term Lender hereunder, as such
      commitment may be reduced or increased from time to time pursuant to assignments
      by or to such Lender pursuant to Section 9.04.  The initial aggregate
      amount of the Syndicated Term Lenders’ Term Loan Commitment is
      $145,000,000.

     

    “Term
      Loan Maturity
      Date” means December 6, 2010.

     

    “Total
      Exposure” has
      the meaning assigned to such term in Section 2.08(e)(iii).

     

    “Transactions”
means
      (a) the execution, delivery and performance by the Borrower of this Agreement,
      the other Loan Documents and the Existing Credit Agreement, (b) the borrowing
      of
      Loans, (c) the use of the proceeds thereof and (d) the issuance of Letters
      of
      Credit hereunder.

     

    “Type”,
      when used in
      reference to any Loan or Borrowing, refers to whether the rate of interest
      on
      such Loan, or on the Loans constituting such Borrowing, is determined by
      reference to the Adjusted LIBO Rate or the Alternate Base
      Rate.

     

    “Uniform
      Commercial
      Code” means the Uniform Commercial Code as in effect from time to time in
      the State of New York.

     

    “Unsecured
      Longer-Term
      Indebtedness” means any Indebtedness of the Borrower (which may be
      Guaranteed by Subsidiary Guarantors) that (a) has no amortization prior to,
      and
      a final maturity date not earlier than, six months after the Revolving
      Commitment Termination Date, (b) is incurred pursuant to documentation
      containing other terms (including interest, amortization, covenants and events
      of default) and, in each case, no more restrictive in any material respect
      upon
      the Borrower and its Subsidiaries than those set forth in this Agreement and
      (c)
      is not secured by any assets of any Obligor.

     

    “Unsecured
      Shorter-Term
      Indebtedness” means, collectively, (a) any Indebtedness of the Borrower
      or any Subsidiary that is not secured by any assets of any Obligor and that
      does
      not constitute Unsecured Longer-Term Indebtedness (including Unsecured
      Longer-Term Indebtedness modified as permitted hereunder) and (b) any
      Indebtedness that is designated as “Unsecured Shorter-Term Indebtedness”
pursuant to Section 6.11(a).

     

    


    
      
        
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    “U.S.
      Government
      Securities” means securities that are direct obligations of, and
      obligations the timely payment of principal and interest on which is fully
      guaranteed by, the United States or any agency or instrumentality of the United
      States the obligations of which are backed by the full faith and credit of
      the
      United States and in the form of conventional bills, bonds, and
      notes.

     

    “Value”
has
      the
      meaning assigned to such term in Section 5.13.

     

    “Withdrawal
      Liability”
means liability to a Multiemployer Plan as a result of a complete or
      partial
      withdrawal from such Multiemployer Plan, as such terms are defined in Part
      I of
      Subtitle E of Title IV of ERISA.

     

    SECTION
      1.02.  Classification
      of Loans and
      Borrowings.  For purposes of this Agreement, Loans may
      be classified and referred to by Class (e.g., a “Syndicated Dollar Revolving
      Loan”, “Syndicated Multicurrency Revolving Loan”), by Type (e.g., an “ABR Loan”)
      or by Class and Type (e.g., a “Syndicated Multicurrency Eurocurrency Revolving
      Loan”).  Borrowings also may be classified and referred to by Class
      (e.g., a “Dollar Revolving Borrowing” or “Multicurrency Revolving Borrowing”),
      by Type (e.g., an “ABR Borrowing”) or by Class and Type (e.g., a “Syndicated
      Dollar ABR Revolving Borrowing” or “Syndicated Multicurrency Eurocurrency
      Revolving Borrowing”).  Loans and Borrowings may also be identified by
      Currency.

     

    SECTION
      1.03.  Terms
      Generally.  The
      definitions of terms herein shall apply equally to the singular and plural
      forms
      of the terms defined.  Whenever the context may require, any pronoun
      shall include the corresponding masculine, feminine and neuter
      forms.  The words “include”, “includes” and “including” shall be
      deemed to be followed by the phrase “without limitation”.  The word
“will” shall be construed to have the same meaning and effect as the word
“shall”.  Unless the context requires otherwise (a) any definition of
      or reference to any agreement, instrument or other document herein shall be
      construed as referring to such agreement, instrument or other document as from
      time to time amended, supplemented or otherwise modified (subject to any
      restrictions on such amendments, supplements or modifications set forth herein),
      (b) any reference herein to any Person shall be construed to include such
      Person’s successors and assigns, (c) the words “herein”, “hereof” and
“hereunder”, and words of similar import, shall be construed to refer to this
      Agreement in its entirety and not to any particular provision hereof, (d) all
      references herein to Articles, Sections, Exhibits and Schedules shall be
      construed to refer to Articles and Sections of, and Exhibits and Schedules
      to,
      this Agreement and (e) the words “asset” and “property” shall be construed to
      have the same meaning and effect and to refer to any and all tangible and
      intangible assets and properties, including cash, securities, accounts and
      contract rights.

     

    SECTION
      1.04.  Accounting
      Terms;
      GAAP.  Except as otherwise expressly provided herein,
      all terms of an accounting or financial nature shall be construed in accordance
      with GAAP, as in effect from time to time, provided that, if the
      Borrower notifies the Administrative Agent that the Borrower requests an
      amendment to any provision hereof to eliminate the effect of any change
      occurring after the Effective Date in GAAP or in the application thereof on
      the
      operation of such provision (or if the

     

    


    
      
        
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    Administrative
      Agent notifies the Borrower that the Required Lenders request an amendment
      to
      any provision hereof for such purpose), regardless of whether any such notice
      is
      given before or after such change in GAAP or in the application thereof, then
      such provision shall be interpreted on the basis of GAAP as in effect and
      applied immediately before such change shall have become effective until such
      notice shall have been withdrawn or such provision amended in accordance
      herewith.

     

    SECTION
      1.05.  Currencies;
      Currency
      Equivalents.

     

    (a)  Currencies
      Generally.  At any time, any reference in the definition of the
      term “Agreed Foreign Currency” or in any other provision of this Agreement to
      the Currency of any particular nation means the lawful currency of such nation
      at such time whether or not the name of such Currency is the same as it was
      on
      the Effective Date.  Except as provided in Section 2.10(b) and the
      last sentence of Section 2.17(a), for purposes of determining (i) whether the
      amount of any Borrowing or Letter of Credit under the Multicurrency Revolving
      Commitments, together with all other Borrowings and Letters of Credit under
      the
      Multicurrency Revolving Commitments then outstanding or to be borrowed at the
      same time as such Borrowing, would exceed the aggregate amount of the
      Multicurrency Revolving Commitments, (ii) the aggregate unutilized amount of
      the
      Multicurrency Revolving Commitments, (iii) the Revolving Credit Exposure, (iv)
      the Multicurrency LC Exposure, (v) the Covered Debt Amount and (vi) the
      Borrowing Base or the Value or the fair market value of any Portfolio
      Investment, the outstanding principal amount of any Borrowing or Letter of
      Credit that is denominated in any Foreign Currency or the Value or the fair
      market value of any Portfolio Investment that is denominated in any Foreign
      Currency shall be deemed to be the Dollar Equivalent of the amount of the
      Foreign Currency of such Borrowing, Letter of Credit or Portfolio Investment,
      as
      the case may be, determined as of the date of such Borrowing or Letter of Credit
      (determined in accordance with the last sentence of the definition of the term
      “Interest Period”) or the date of valuation of such Portfolio Investment, as the
      case may be, provided, that the “dollar
      equivalent” of the Value or the fair market value of any Portfolio Investment
      that is denominated in any Foreign Currency shall be determined in accordance
      with Section 5.12(b).  Wherever in this Agreement in connection with a
      Borrowing or Loan an amount, such as a required minimum or multiple amount,
      is
      expressed in Dollars, but such Borrowing or Loan is denominated in a Foreign
      Currency, such amount shall be the relevant Foreign Currency Equivalent of
      such
      Dollar amount (rounded to the nearest 1,000 units of such Foreign
      Currency).

     

    (b)  Special
      Provisions Relating to
      Euro.  Each obligation hereunder of any party hereto that is
      denominated in the National Currency of a state that is not a Participating
      Member State on the Effective Date shall, effective from the date on which
      such
      state becomes a Participating Member State, be redenominated in Euro in
      accordance with the legislation of the European Union applicable to the European
      Monetary Union, provided that, if and
      to
      the extent that any such legislation provides that any such obligation of any
      such party payable within such Participating Member State by crediting an
      account of the creditor can be paid by the debtor either in Euros or such
      National Currency, such party shall be entitled to pay or repay such amount
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    Euros
      or in such National Currency.  If the basis of accrual of interest or
      fees expressed in this Agreement with respect to an Agreed Foreign Currency
      of
      any country that becomes a Participating Member State after the date on which
      such currency becomes an Agreed Foreign Currency shall be inconsistent with
      any
      convention or practice in the interbank market for the basis of accrual of
      interest or fees in respect of the Euro, such convention or practice shall
      replace such expressed basis effective as of and from the date on which such
      state becomes a Participating Member State, provided that, with
      respect to any Borrowing denominated in such currency that is outstanding
      immediately prior to such date, such replacement shall take effect at the end
      of
      the Interest Period therefor.

     

    Without
      prejudice to the respective liabilities of the Borrower to the Lenders and
      the
      Lenders to the Borrower under or pursuant to this Agreement, each provision
      of
      this Agreement shall be subject to such reasonable changes of construction
      as
      the Administrative Agent may from time to time, in consultation with the
      Borrower, reasonably specify to be necessary or appropriate to reflect the
      introduction or changeover to the Euro in any country that becomes a
      Participating Member State after the Effective Date, provided that the
      Administrative Agent shall provide the Borrower and the Lenders with prior
      notice of the proposed change with an explanation of such change in sufficient
      time to permit the Borrower and the Lenders an opportunity to respond to such
      proposed change.

     

     

    ARTICLE
      II

     

    THE
      CREDITS

     

    SECTION
      2.01.  The
      Commitments.  Subject to the terms and conditions set
      forth herein:

     

    (a) each
      Dollar Revolving Lender agrees to make Syndicated Revolving Loans in Dollars
      to
      the Borrower from time to time during the Availability Period in an aggregate
      principal amount that will not result in (i) such Lender’s Revolving Dollar
      Credit Exposure exceeding such Lender’s Dollar Revolving Commitment, (ii) the
      aggregate Revolving Dollar Credit Exposure of all of the Dollar Revolving
      Lenders exceeding the aggregate Dollar Revolving Commitments or (iii) the total
      Covered Debt Amount exceeding the Borrowing Base then in
      effect;

     

    (b) each
      Multicurrency Revolving Lender agrees to make Syndicated Revolving Loans in
      Dollars and in Agreed Foreign Currencies to the Borrower from time to time
      during the Availability Period in an aggregate principal amount that will not
      result in (i) such Lender’s Revolving Multicurrency Credit Exposure exceeding
      such Lender’s Multicurrency Revolving Commitment, (ii) the aggregate Revolving
      Multicurrency Credit Exposure of all of the Multicurrency Revolving Lenders
      exceeding the aggregate Multicurrency Revolving Commitments or (iii) the total
      Covered Debt Amount exceeding the Borrowing Base then in effect;
      and

     

    


    
      
        
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    (c) each
      Syndicated Term Lender agrees to make Syndicated Term Loans in Dollars to the
      Borrower on the Restatement Effective Date in an aggregate principal amount
      not
      to exceed such Lender’s Term Loan Commitment.

     

    All
      Loans and Letters of Credit outstanding under the Existing Credit Agreement
      on
      the Restatement Effective Date shall remain outstanding hereunder on the terms
      set forth herein.  Within the foregoing limits and subject to the
      terms and conditions set forth herein, the Borrower may borrow, prepay and
      reborrow Syndicated Revolving Loans.  Amounts repaid or prepaid in
      respect of Syndicated Term Loans may not be reborrowed.

     

    SECTION
      2.02.  Loans
      and
      Borrowings.

     

    (a)  Obligations
      of
      Lenders.  Each Loan shall be made as part of a Borrowing
      consisting of Loans of the same Class, Currency and Type made by the applicable
      Lenders ratably in accordance with their respective Commitments of the
      applicable Class.  The failure of any Lender to make any Loan required
      to be made by it shall not relieve any other Lender of its obligations
      hereunder, provided
      that the Commitments of the Lenders are several and no Lender shall be
      responsible for any other Lender’s failure to make Loans as
      required.

     

    (b)  Type
      of
      Loans.  Subject to Section 2.13, each Revolving Borrowing or
      Term Borrowing of a Class shall be constituted entirely of ABR Loans or of
      Eurocurrency Loans of such Class denominated in a single Currency as the
      Borrower may request in accordance herewith.  Each ABR Loan shall be
      denominated in Dollars.  Each Lender at its option may make any
      Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of
      such
      Lender to make such Loan, provided that any exercise
      of such option shall not affect the obligation of the Borrower to repay such
      Loan in accordance with the terms of this Agreement.

     

    (c)  Minimum
      Amounts.  Each Borrowing (whether Eurocurrency, ABR or
      Swingline) shall be in an aggregate amount of $1,000,000 or a larger multiple
      of
      $1,000,000, provided
      that a Syndicated ABR Revolving Borrowing of a Class may be in an aggregate
      amount that is equal to the entire unused balance of the total Revolving
      Commitments of such Class or that is required to finance the reimbursement
      of an
      LC Disbursement of such Class as contemplated by Section
      2.05(f).  Borrowings of more than one Class, Currency and Type may be
      outstanding at the same time, provided that no more
      than
      ten Eurocurrency Borrowings may be outstanding at the same
      time.

     

    (d)  Limitations
      on Interest
      Periods.  Notwithstanding any other provision of this
      Agreement, the Borrower shall not be entitled to request (or to elect to convert
      to or continue as a Eurocurrency Borrowing) any Borrowing if the Interest Period
      requested therefor would end after, (x) in the case of Revolving Borrowings,
      the
      Revolving Commitment Termination Date and (y) in the case of Syndicated Term
      Borrowings, the Term Loan Maturity Date.

     

    SECTION
      2.03. Requests
      for
      Borrowings.

     

    


    
      
        
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    (a)  Notice
      by the
      Borrower.  To request a Syndicated Revolving or Term Loan
      Borrowing, the Borrower shall notify the Administrative Agent of such request
      by
      telephone (i) in the case of a Eurocurrency Revolving Borrowing denominated
      in
      Dollars or Eurocurrency Term Loan Borrowing, not later than 12:00 noon, New
      York
      City time, three Business Days before the date of the proposed Borrowing, (ii)
      in the case of a Eurocurrency Revolving Borrowing denominated in a Foreign
      Currency, not later than 12:00 noon, London time, three Business Days before
      the
      date of the proposed Borrowing or (iii) in the case of an ABR Borrowing, not
      later than 12:00 noon, New York City time, on the date of the proposed
      Borrowing.  Each such telephonic Borrowing Request shall be
      irrevocable and shall be confirmed promptly by hand delivery or telecopy to
      the
      Administrative Agent of a written Borrowing Request in a form approved by the
      Administrative Agent and signed by the Borrower.

     

    (b)  Content
      of Borrowing
      Requests.  Each telephonic and written Borrowing Request shall
      specify the following information in compliance with Section
      2.02:

     

    (i) whether
      such Borrowing is to be made under the Term Loan Commitments, a Commitment
      in
      respect of an Incremental Term Loan, the Dollar Revolving Commitments or the
      Multicurrency Revolving Commitments;

     

    (ii) the
      aggregate amount and Currency of the requested Borrowing (which shall be
      Dollars, except in the case of any Multicurrency Revolving
      Borrowing);

     

    (iii) the
      date of such Borrowing, which shall be a Business Day;

     

    (iv) in
      the case of a Borrowing denominated in Dollars, whether such Borrowing is to
      be
      an ABR Borrowing or a Eurocurrency Borrowing;

     

    (v) in
      the case of a Eurocurrency Borrowing, the Interest Period therefor, which shall
      be a period contemplated by the definition of the term “Interest Period” and
      permitted under Section 2.02(d); and

     

    (vi) the
      location and number of the Borrower’s account to which funds are to be
      disbursed, which shall comply with the requirements of Section
      2.06.

     

    (c)  Notice
      by the Administrative
      Agent to the Lenders.  Promptly following receipt of a
      Borrowing Request in accordance with this Section, the Administrative Agent
      shall advise each applicable Lender of the details thereof and of the amounts
      of
      such Lender’s Loan to be made as part of the requested
      Borrowing.

     

    (d) Failure
      to
      Elect.  If no election as to the Class of a Syndicated
      Revolving Borrowing is specified, then the requested Syndicated Borrowing shall
      be deemed to be under the Multicurrency Revolving Commitments.  If no
      election as to the Currency of a Borrowing is specified, then the requested
      Revolving Borrowing shall be denominated in Dollars.  If no election
      as to the Type of a Borrowing is specified, then the requested Borrowing shall
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    one
      month and, if an Agreed Foreign Currency has been specified, the requested
      Borrowing shall be a Eurocurrency Borrowing denominated in such Agreed Foreign
      Currency and having an Interest Period of one month.  If a
      Eurocurrency Borrowing is requested but no Interest Period is specified, (i)
      if
      the Currency specified for such Borrowing is Dollars (or if no Currency has
      been
      so specified), the requested Borrowing shall be a Eurocurrency Borrowing
      denominated in Dollars having an Interest Period of one month’s duration, and
      (ii) if the Currency specified for such Borrowing is an Agreed Foreign Currency,
      the Borrower shall be deemed to have selected an Interest Period of one month’s
      duration.

     

    SECTION
      2.04.  Swingline
      Loans.

     

    (a)  Agreement
      to Make Swingline
      Loans.  Subject to the terms and conditions set forth herein,
      the Swingline Lender agrees to make Swingline Loans under each Revolving
      Commitment to the Borrower from time to time during the Availability Period,
      in
      Dollars and in Agreed Foreign Currencies, in an aggregate principal amount
      at
      any time outstanding that will not result in (i) the aggregate principal amount
      of outstanding Swingline Loans of both Classes exceeding the Dollar Equivalent
      of $25,000,000, (ii) the total Revolving Dollar Credit Exposures exceeding
      the
      aggregate Dollar Revolving Commitments, (iii) the total Revolving Multicurrency
      Credit Exposures exceeding the aggregate Multicurrency Revolving Commitments
      or
      (iv) the total Covered Debt Amount exceeding the Borrowing Base then in effect,
      provided that the
      Swingline Lender shall not be required to make a Swingline Loan to refinance
      an
      outstanding Swingline Loan.  Within the foregoing limits and subject
      to the terms and conditions set forth herein, the Borrower may borrow, prepay
      and reborrow Swingline Loans.

     

    (b)  Notice
      of Swingline Loans by the
      Borrower.  To request a Swingline Loan, the Borrower shall
      notify the Administrative Agent of such request by telephone (confirmed by
      telecopy), (i) in the case of a Swingline Loan denominated in Dollars, not
      later
      than 2:00 p.m., New York City time, on the day of such proposed Swingline Loan
      and (ii) in the case of a Swingline Loan denominated in a Foreign Currency,
      not
      later than 1:00 p.m., London time, on the day of such proposed Swingline
      Loan.  Each such notice shall be irrevocable and shall specify the
      requested date (which shall be a Business Day), the amount of the requested
      Swingline Loan and whether such Swingline Loan is to be made under the Dollar
      Revolving Commitments or the Multicurrency Revolving Commitments.  The
      Administrative Agent will promptly advise the Swingline Lender of any such
      notice received from the Borrower.  The Swingline Lender shall make
      each Swingline Loan available to the Borrower by means of a credit to the
      general deposit account of the Borrower with the Collateral Agent (or, in the
      case of a Swingline Loan made to finance the reimbursement of an LC Disbursement
      as provided in Section 2.05(f), by remittance to the Issuing Bank) (x) in the
      case of a Swingline Loan, denominated in Dollars, by 3:00 p.m., New York City
      time, on the requested date of such Swingline Loan and (y) in the case of a
      Swingline Loan denominated in a Foreign Currency, by 3:00 p.m., London time,
      on
      the requested date of such Swingline Loan.

     

    (c) Participations
      by Lenders in
      Swingline Loans.  The Swingline Lender may by written notice
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    10:00
      a.m., New YorkCity time, on any Business Day, in the case of Swingline Loans
      denominated in Dollars and (ii) not later than 1:00 p.m., London time, on any
      Business Day, in the case of Swingline Loans denominated in any Foreign
      Currency, require the Lenders of the applicable Class to acquire participations
      on such Business Day in all or a portion of the Swingline Loans of such Class
      outstanding.  Such notice to the Administrative Agent shall specify
      the aggregate amount of Swingline Loans in which the applicable Lenders will
      participate.  Promptly upon receipt of such notice, the Administrative
      Agent will give notice thereof to each applicable Lender, specifying in such
      notice such Lender’s Applicable Dollar Revolving Percentage or Applicable
      Multicurrency Revolving Percentage of such Swingline Loan or
      Loans.  Each Lender hereby absolutely and unconditionally agrees, upon
      receipt of notice as provided above in this paragraph, to pay to the
      Administrative Agent, for account of the Swingline Lender, such Lender’s
      Applicable Dollar Revolving Percentage or Applicable Multicurrency Revolving
      Percentage, as the case may be, of such Swingline Loan or Loans, provided that no Lender
      shall be required to purchase a participation in a Swingline Loan pursuant
      to
      this Section 2.04(c) if (x) the conditions set forth in Section 4.02 would
      not
      be satisfied in respect of a Borrowing at the time such Swingline Loan was
      made
      and (y) the Required Lenders of the respective Class shall have so notified
      the
      Swingline Lender in writing and shall not have subsequently determined that
      the
      circumstances giving rise to such conditions not being satisfied no longer
      exist.

     

    Subject
      to the foregoing, each Lender acknowledges and agrees that its obligation to
      acquire participations in Swingline Loans pursuant to this paragraph (c) is
      absolute and unconditional and shall not be affected by any circumstance
      whatsoever, including the occurrence and continuance of a Default or reduction
      or termination of the Revolving Commitments of the respective Class, and that
      each such payment shall be made without any offset, abatement, withholding
      or
      reduction whatsoever.  Each Lender shall comply with its obligation
      under this paragraph by wire transfer of immediately available funds, in the
      same manner as provided in Section 2.06 with respect to Loans made by such
      Lender (and Section 2.06 shall apply, mutatismutandis,
      to the payment
      obligations of the Lenders), and the Administrative Agent shall promptly pay
      to
      the Swingline Lender the amounts so received by it from the
      Lenders.  The Administrative Agent shall notify the Borrower of any
      participations in any Swingline Loan acquired pursuant to this paragraph, and
      thereafter payments in respect of such Swingline Loan shall be made to the
      Administrative Agent and not to the Swingline Lender.  Any amounts
      received by the Swingline Lender from the Borrower (or other party on behalf
      of
      the Borrower) in respect of a Swingline Loan after receipt by the Swingline
      Lender of the proceeds of a sale of participations therein shall be promptly
      remitted to the Administrative Agent; any such amounts received by the
      Administrative Agent shall be promptly remitted by the Administrative Agent
      to
      the Lenders that shall have made their payments pursuant to this
      paragraph and to the Swingline Lender, as their interests may
      appear.  The purchase of participations in a Swingline Loan pursuant
      to this paragraph shall not relieve the Borrower of any default in the payment
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    SECTION
      2.05.  Letters
      of
      Credit.

     

    (a)  General.  Subject
      to the terms and conditions set forth herein, in addition to the Loans provided
      for in Section 2.01, the Borrower may request the Issuing Bank to issue, at
      any
      time and from time to time during the Availability Period and under either
      the
      Dollar Revolving Commitments or Multicurrency Revolving Commitments, Letters
      of
      Credit denominated in Dollars or (in the case of Letters of Credit under the
      Multicurrency Revolving Commitments) in any Agreed Foreign Currency for its
      own
      account in such form as is acceptable to the Issuing Bank in its reasonable
      determination.  Letters of Credit issued hereunder shall constitute
      utilization of the applicable Revolving Commitments up to the aggregate amount
      available to be drawn thereunder.

     

    (b)  Notice
      of Issuance, Amendment,
      Renewal or Extension.  To request the issuance of a Letter of
      Credit (or the amendment, renewal or extension of an outstanding Letter of
      Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic
      communication, if arrangements for doing so have been approved by the Issuing
      Bank) to the Issuing Bank and the Administrative Agent (reasonably in advance
      of
      the requested date of issuance, amendment, renewal or extension) a notice
      requesting the issuance of a Letter of Credit, or identifying the Letter of
      Credit to be amended, renewed or extended, and specifying the date of issuance,
      amendment, renewal or extension (which shall be a Business Day), the date on
      which such Letter of Credit is to expire (which shall comply with paragraph
      (d)
      of this Section), the amount and Currency of such Letter of Credit, whether
      such
      Letter of Credit is to be issued under the Dollar Revolving Commitments or
      the
      Multicurrency Revolving Commitments, the name and address of the beneficiary
      thereof and such other information as shall be necessary to prepare, amend,
      renew or extend such Letter of Credit.  If requested by the Issuing
      Bank, the Borrower also shall submit a letter of credit application on the
      Issuing Bank’s standard form in connection with any request for a Letter of
      Credit.  In the event of any inconsistency between the terms and
      conditions of this Agreement and the terms and conditions of any form of letter
      of credit application or other agreement submitted by the Borrower to, or
      entered into by the Borrower with, the Issuing Bank relating to any Letter
      of
      Credit, the terms and conditions of this Agreement shall
      control.

     

    (c)  Limitations
      on
      Amounts.  A Letter of Credit shall be issued, amended, renewed
      or extended only if (and upon issuance, amendment, renewal or extension of
      each
      Letter of Credit the Borrower shall be deemed to represent and warrant that),
      after giving effect to such issuance, amendment, renewal or extension (i) the
      aggregate LC Exposure of the Issuing Bank (determined for these purposes without
      giving effect to the participations therein of the Lenders pursuant to paragraph
      (e) of this Section) shall not exceed $25,000,000, (ii) the total Revolving
      Dollar Credit Exposures shall not exceed the aggregate Dollar Revolving
      Commitments, (iii) the total Revolving Multicurrency Credit Exposures shall
      not
      exceed the aggregate Multicurrency Revolving Commitments and (iv) the total
      Covered Debt Amount shall not exceed the Borrowing Base then in
      effect.

     

    (d) Expiration
      Date.  Each Letter of Credit shall expire at or prior to the
      close of business on the earlier of (i) the date twelve months after the date
      of
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    issuance
      of such Letter of Credit (or, in the case of any renewal or extension thereof,
      twelve months after such renewal or extension, so long as such renewal or
      extension occurs within three months of such then-current expiration date)
      and
      (ii) the date that is five Business Days prior to the Revolving Commitment
      Termination Date, provided, however,
      that any Letter
      of Credit with a one-year term may, upon the request of the Borrower, include
      a
      provision whereby such Letter of Credit shall be renewed automatically for
      additional consecutive periods of one year or less (but not beyond the date
      that
      is five Business Days prior to the Revolving Commitment Termination Date) unless
      the Issuing Bank notifies the beneficiary thereof at least 30 days prior to
      the
      then-applicable expiration date that such Letter of Credit will not be renewed,
      provided
      further,
      however, that a Letter of Credit cash collateralized by the Borrower
      pursuant to Section 2.05(k) may expire after the Revolving Commitment
      Termination Date.

     

    (e)  Participations.  By
      the issuance of a Letter of Credit of a Class (or an amendment to a Letter
      of
      Credit increasing the amount thereof) by the Issuing Bank, and without any
      further action on the part of the Issuing Bank or the Lenders, the Issuing
      Bank
      hereby grants to each Lender of such Class, and each Lender of such Class hereby
      acquires from the Issuing Bank, a participation in such Letter of Credit equal
      to such Lender’s Applicable Dollar Revolving Percentage or Applicable
      Multicurrency Revolving Percentage, as the case may be, of the aggregate amount
      available to be drawn under such Letter of Credit.  Each Lender
      acknowledges and agrees that its obligation to acquire participations pursuant
      to this paragraph in respect of Letters of Credit is absolute and unconditional
      and shall not be affected by any circumstance whatsoever, including any
      amendment, renewal or extension of any Letter of Credit or the occurrence and
      continuance of a Default or reduction or termination of the applicable Revolving
      Commitments, provided that no Lender
      shall be required to purchase a participation in a Letter of Credit pursuant
      to
      this Section 2.05(e) if (x) the conditions set forth in Section 4.02 would
      not
      be satisfied in respect of a Borrowing at the time such Letter of Credit was
      issued and (y) the Required Lenders of the respective Class shall have so
      notified the Issuing Bank in writing and shall not have subsequently determined
      that the circumstances giving rise to such conditions not being satisfied no
      longer exist.

     

    In
      consideration and in furtherance of the foregoing, each Lender of a Class hereby
      absolutely and unconditionally agrees to pay to the Administrative Agent, for
      account of the Issuing Bank, such Lender’s Applicable Dollar Revolving
      Percentage or Applicable Multicurrency Revolving Percentage, as the case may
      be,
      of each LC Disbursement made by the Issuing Bank in respect of Letters of Credit
      of such Class promptly upon the request of the Issuing Bank at any time from
      the
      time of such LC Disbursement until such LC Disbursement is reimbursed by the
      Borrower or at any time after any reimbursement payment is required to be
      refunded to the Borrower for any reason.  Such payment shall be made
      without any offset, abatement, withholding or reduction
      whatsoever.  Each such payment shall be made in the same manner as
      provided in Section 2.06 with respect to Loans made by such Lender (and
      Section 2.06 shall apply, mutatismutandis,
      to the payment
      obligations of the Lenders), and the Administrative Agent shall

     

    


    
      
        
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    promptly
      pay to the Issuing Bank the amounts so received by it from the
      Lenders.  Promptly following receipt by the Administrative Agent of
      any payment from the Borrower pursuant to the next following paragraph, the
      Administrative Agent shall distribute such payment to the Issuing Bank or,
      to
      the extent that the Lenders have made payments pursuant to this paragraph to
      reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their
      interests may appear.  Any payment made by a Lender pursuant to this
      paragraph to reimburse the Issuing Bank for any LC Disbursement shall not
      constitute a Loan and shall not relieve the Borrower of its obligation to
      reimburse such LC Disbursement.

     

    (f)  Reimbursement.  If
      the Issuing Bank shall make any LC Disbursement in respect of a Letter of
      Credit, the Borrower shall reimburse the Issuing Bank in respect of such LC
      Disbursement by paying to the Administrative Agent an amount equal to such
      LC
      Disbursement not later than 1:00 p.m., New York City time, on (i) the Business
      Day that the Borrower receives notice of such LC Disbursement, if such notice
      is
      received prior to 10:00 a.m., New York City time, or (ii) the Business Day
      immediately following the day that the Borrower receives such notice, if such
      notice is not received prior to such time, provided that, if such
      LC
      Disbursement is not less than $1,000,000, the Borrower may, subject to the
      conditions to borrowing set forth herein, request in accordance with Section
      2.03 or 2.04 that such payment be financed with a Syndicated ABR Revolving
      Borrowing or a Swingline Loan of the respective Class in an equivalent amount
      and, to the extent so financed, the Borrower’s obligation to make such payment
      shall be discharged and replaced by the resulting Syndicated ABR Revolving
      Borrowing or Swingline Loan.

     

    If
      the Borrower fails to make such payment when due, the Administrative Agent
      shall
      notify each applicable Lender of the applicable LC Disbursement, the payment
      then due from the Borrower in respect thereof and such Lender’s Applicable
      Dollar Revolving Percentage or Applicable Multicurrency Revolving Percentage,
      as
      the case may be, thereof.

     

    (g)  Obligations
      Absolute.  The Borrower’s obligation to reimburse LC
      Disbursements as provided in paragraph (f) of this Section shall be absolute,
      unconditional and irrevocable, and shall be performed strictly in accordance
      with the terms of this Agreement under any and all circumstances whatsoever
      and
      irrespective of (i) any lack of validity or enforceability of any Letter of
      Credit, or any term or provision therein, (ii) any draft or other document
      presented under a Letter of Credit proving to be forged, fraudulent or invalid
      in any respect or any statement therein being untrue or inaccurate in any
      respect, (iii) payment by the Issuing Bank under a Letter of Credit against
      presentation of a draft or other document that does not comply strictly with
      the
      terms of such Letter of Credit, and (iv) any other event or circumstance
      whatsoever, whether or not similar to any of the foregoing, that might, but
      for
      the provisions of this Section, constitute a legal or equitable discharge of
      the
      Borrower’s obligations hereunder. Neither
      the Administrative Agent, the Lenders nor the Issuing Bank, nor any of their
      Related Parties, shall have any liability or responsibility by reason of or
      in
      connection with the issuance or transfer of any Letter of Credit by the Issuing
      Bank or any payment or failure to make any payment thereunder (irrespective
      of
      any of the circumstances referred to in the preceding sentence), or any error,
      omission, interruption, loss or delay in transmission or delivery of any draft,
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    under
      or relating to any Letter of Credit (including any document required to make
      a
      drawing thereunder), any error in interpretation of technical terms or any
      consequence arising from causes beyond the control of the Issuing Bank, provided that the
      foregoing shall not be construed to excuse the Issuing Bank from liability
      to
      the Borrower to the extent of any direct damages (as opposed to consequential
      damages, claims in respect of which are hereby waived by the Borrower to the
      extent permitted by applicable law) suffered by the Borrower that are caused
      by
      the Issuing Bank’s gross negligence or willful misconduct when determining
      whether drafts and other documents presented under a Letter of Credit comply
      with the terms thereof.  The parties hereto expressly agree
      that:

     

    (i) the
      Issuing Bank may accept documents that appear on their face to be in substantial
      compliance with the terms of a Letter of Credit without responsibility for
      further investigation, regardless of any notice or information to the contrary,
      and may make payment upon presentation of documents that appear on their face
      to
      be in substantial compliance with the terms of such Letter of
      Credit;

     

    (ii) the
      Issuing Bank shall have the right, in its sole discretion, to decline to accept
      such documents and to make such payment if such documents are not in strict
      compliance with the terms of such Letter of Credit; and

     

    (iii) this
      sentence shall establish the standard of care to be exercised by the Issuing
      Bank when determining whether drafts and other documents presented under a
      Letter of Credit comply with the terms thereof (and the parties hereto hereby
      waive, to the extent permitted by applicable law, any standard of care
      inconsistent with the foregoing).

     

    (h)  Disbursement
      Procedures.  The Issuing Bank shall, within a reasonable time
      following its receipt thereof, examine all documents purporting to represent
      a
      demand for payment under a Letter of Credit.  The Issuing Bank shall
      promptly after such examination notify the Administrative Agent and the Borrower
      by telephone (confirmed by telecopy) of such demand for payment and whether
      the
      Issuing Bank has made or will make an LC Disbursement thereunder, provided that any failure
      to give or delay in giving such notice shall not relieve the Borrower of its
      obligation to reimburse the Issuing Bank and the applicable Lenders with respect
      to any such LC Disbursement.

     

    (i)  Interim
      Interest.  If the Issuing Bank shall make any LC Disbursement,
      then, unless the Borrower shall reimburse such LC Disbursement in full on the
      date such LC Disbursement is made, the unpaid amount thereof shall bear
      interest, for each day from and including the date such LC Disbursement is
      made
      to but excluding the date that the Borrower reimburses such LC Disbursement,
      at
      the rate per annum then applicable to Syndicated ABR Revolving Loans, provided that, if the
      Borrower fails to reimburse such LC Disbursement within two Business Days
      following the date when due pursuant to paragraph (f) of this Section, then
      the
      provisions of Section 2.12(d) shall apply.  Interest accrued pursuant
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    Bank,
      except that interest accrued on and after the date of payment by any Lender
      pursuant to paragraph (f) of this Section to reimburse the Issuing Bank shall
      be
      for account of such Lender to the extent of such payment.

     

    (j)  Replacement
      of the Issuing
      Bank.  The Issuing Bank may be replaced at any time by written
      agreement between the Borrower, the Administrative Agent, the replaced Issuing
      Bank and the successor Issuing Bank.  The Administrative Agent shall
      notify the Revolving Lenders of any such replacement of the Issuing
      Bank.  At the time any such replacement shall become effective, the
      Borrower shall pay all unpaid fees accrued for account of the replaced Issuing
      Bank pursuant to Section 2.11(b).  From and after the effective date
      of any such replacement, (i) the successor Issuing Bank shall have all the
      rights and obligations of the replaced Issuing Bank under this Agreement with
      respect to Letters of Credit to be issued thereafter and (ii) references herein
      to the term “Issuing Bank” shall be deemed to refer to such successor or to any
      previous Issuing Bank, or to such successor and all previous Issuing Banks,
      as
      the context shall require.  After the replacement of the Issuing Bank
      hereunder, the replaced Issuing Bank shall remain a party hereto and shall
      continue to have all the rights and obligations of the Issuing Bank under this
      Agreement with respect to Letters of Credit issued by it prior to such
      replacement, but shall not be required to issue additional Letters of
      Credit.

     

    (n)  Cash
      Collateralization.  If the Borrower shall be required to
      provide cover for LC Exposure pursuant to Section 2.09(a), Section 2.10(b),
      Section 2.10(c) or the last paragraph of Article VII, the Borrower shall
      immediately deposit into a segregated collateral account or accounts (herein,
      collectively, the “Letter
      of Credit CollateralAccount”) in the
      name and
      under the dominion and control of the Administrative Agent Cash denominated
      in
      the Currency of the Letter of Credit under which such LC Exposure arises in
      an
      amount equal to the amount required under Section 2.09(a), Section 2.10(b),
      Section 2.10(c) or the last paragraph of Article VII, as
      applicable.  Such deposit shall be held by the Administrative Agent as
      collateral in the first instance for the LC Exposure under this Agreement and
      thereafter for the payment of the “Secured Obligations” under and as defined in
      the Guarantee and Security Agreement, and for these purposes the Borrower hereby
      grants a security interest to the Administrative Agent for the benefit of the
      Lenders in the Letter of Credit Collateral Account and in any financial assets
      (as defined in the Uniform Commercial Code) or other property held
      therein.

     

    SECTION
      2.06.  Funding
      of
      Borrowings.

     

    (a)  Funding
      by
      Lenders.  Each Lender shall make each Loan to be made by it
      hereunder on the proposed date thereof by wire transfer of immediately available
      funds by 1:00 p.m., Local Time, to the account of the Administrative Agent
      most
      recently designated by it for such purpose by notice to the Lenders, provided that Swingline
      Loans shall be made as provided in Section 2.04.  The Administrative
      Agent will make such Loans available to the Borrower by promptly crediting
      the
      amounts so received, in like funds, to an account of the Borrower designated
      by
      the Borrower in the applicable Borrowing Request, provided that Syndicated
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    made
      to finance the reimbursement of an LC Disbursement as provided in Section
      2.05(f) shall be remitted by the Administrative Agent to the Issuing
      Bank.

     

    (b)  Presumption
      by the Administrative
      Agent.  Unless the Administrative Agent shall have received
      notice from a Lender prior to the proposed date of any Borrowing that such
      Lender will not make available to the Administrative Agent such Lender’s share
      of such Borrowing, the Administrative Agent may assume that such Lender has
      made
      such share available on such date in accordance with paragraph (a) of this
      Section and may, in reliance upon such assumption, make available to the
      Borrower a corresponding amount.  In such event, if a Lender has not
      in fact made its share of the applicable Borrowing available to the
      Administrative Agent, then the applicable Lender and the Borrower severally
      agree to pay to the Administrative Agent forthwith on demand such corresponding
      amount with interest thereon, for each day from and including the date such
      amount is made available to the Borrower to but excluding the date of payment
      to
      the Administrative Agent, at (i) in the case of such Lender, the Federal Funds
      Effective Rate or (ii) in the case of the Borrower, the interest rate applicable
      to ABR Loans.  If such Lender pays such amount to the Administrative
      Agent, then such amount shall constitute such Lender’s Loan included in such
      Borrowing.

     

    SECTION
      2.07.  Interest
      Elections.

     

    (a)  Elections
      by the Borrower for
      Borrowings.  Subject to Section 2.03(d), the Loans constituting
      each Borrowing initially shall be of the Type specified in the applicable
      Borrowing Request and, in the case of a Eurocurrency Borrowing, shall have
      the
      Interest Period specified in such Borrowing Request.  Thereafter, the
      Borrower may elect to convert such Borrowing to a Borrowing of a different
      Type
      or to continue such Borrowing as a Borrowing of the same Type and, in the case
      of a Eurocurrency Borrowing, may elect the Interest Period therefor, all as
      provided in this Section, provided, however,
      that (i) a
      Borrowing of a Class may only be continued or converted into a Borrowing of
      the
      same Class, (ii) a Borrowing denominated in one Currency may not be continued
      as, or converted to, a Borrowing in a different Currency, (iii) no Eurocurrency
      Borrowing denominated in a Foreign Currency may be continued if, after giving
      effect thereto, the aggregate Revolving Multicurrency Credit Exposures would
      exceed the aggregate Multicurrency Revolving Commitments, and (iv) a
      Eurocurrency Revolving Borrowing denominated in a Foreign Currency may not
      be
      converted to a Borrowing of a different Type.  The Borrower may elect
      different options with respect to different portions of the affected Borrowing,
      in which case each such portion shall be allocated ratably among the Lenders
      of
      the respective Class holding the Loans constituting such Borrowing, and the
      Loans constituting each such portion shall be considered a separate
      Borrowing.  This Section shall not apply to Swingline Borrowings,
      which may not be converted or continued.

     

    (b) Notice
      of
      Elections.  To make an election pursuant to this Section, the
      Borrower shall notify the Administrative Agent of such election by telephone
      by
      the time that a Borrowing Request would be required under Section 2.03 if the
      Borrower were requesting a Borrowing of the Type resulting from such election
      to
      be made on the effective date of such election.  Each such telephonic
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    irrevocable
      and shall be confirmed promptly (but no later than the close of business on
      the
      date of such request) by hand delivery or telecopy to the Administrative Agent
      of a written Interest Election Request in a form approved by the Administrative
      Agent and signed by the Borrower.

     

    (c)  Content
      of Interest Election
      Requests.  Each telephonic and written Interest Election
      Request shall specify the following information in compliance with Section
      2.02:

     

    (ii) the
      Borrowing (including the Class) to which such Interest Election Request applies
      and, if different options are being elected with respect to different portions
      thereof, the portions thereof to be allocated to each resulting Borrowing (in
      which case the information to be specified pursuant to clauses (iii) and (iv)
      of
      this paragraph shall be specified for each resulting
      Borrowing);

     

    (iii) the
      effective date of the election made pursuant to such Interest Election Request,
      which shall be a Business Day;

     

    (iv) whether,
      in the case of a Borrowing denominated in Dollars, the resulting Borrowing
      is to
      be an ABR Borrowing or a Eurocurrency Borrowing; and

     

    (v) if
      the resulting Borrowing is a Eurocurrency Borrowing, the Interest Period
      therefor after giving effect to such election, which shall be a period
      contemplated by the definition of the term “Interest Period” and permitted under
      Section 2.02(d).

     

    (d)  Notice
      by the Administrative
      Agent to the Lenders.  Promptly following receipt of an
      Interest Election Request, the Administrative Agent shall advise each applicable
      Lender of the details thereof and of such Lender’s portion of each resulting
      Borrowing.

     

    (e)  Failure
      to Elect; Events of
      Default.  If the Borrower fails to deliver a timely and
      complete Interest Election Request with respect to a Eurocurrency Borrowing
      prior to the end of the Interest Period therefor, then, unless such Borrowing
      is
      repaid as provided herein, (i) if such Borrowing is denominated in Dollars,
      at
      the end of such Interest Period such Borrowing shall be converted to a
      Eurocurrency Borrowing of the same Class having an Interest Period of one month,
      and (ii) if such Borrowing is denominated in a Foreign Currency, the Borrower
      shall be deemed to have selected an Interest Period of one month’s
      duration.  Notwithstanding any contrary provision hereof, if an Event
      of Default has occurred and is continuing and the Administrative Agent, at
      the
      request of the Required Lenders, so notifies the Borrower, then, so long as
      an
      Event of Default is continuing no outstanding Eurocurrency Borrowing may have
      an
      Interest Period of more than one month’s duration.

     

    


    
      
        
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    SECTION
      2.08.  Termination,
      Reduction or Increase of the
      Commitments.

     

    (a)  Scheduled
      Termination.  Unless previously terminated, (i) the Revolving
      Commitments of each Class shall terminate on the Revolving Commitment
      Termination Date and (ii) the Term Loan Commitments shall terminate at 5:00
      p.m., New York City time, on the Restatement Effective Date.

     

    (b)  Voluntary
      Termination or
      Reduction.  The Borrower may at any time terminate, or from
      time to time reduce, the Commitments of any Class, provided that (i) each
      reduction of the Commitments of a Class shall be in an amount that is $5,000,000
      or a larger multiple of $5,000,000 in excess thereof and (ii) the Borrower
      shall
      not terminate or reduce the Revolving Commitments of either Class if, after
      giving effect to any concurrent prepayment of the Syndicated Revolving Loans
      of
      such Class in accordance with Section 2.10, the total Revolving Credit Exposures
      of such Class would exceed the total Revolving Commitments of such
      Class.

     

    (c)  Notice
      of Voluntary Termination
      or Reduction.  The Borrower shall notify the Administrative
      Agent of any election to terminate or reduce the Commitments under paragraph
      (b)
      of this Section at least three Business Days prior to the effective date of
      such
      termination or reduction, specifying such election and the effective date
      thereof.  Promptly following receipt of any notice, the Administrative
      Agent shall advise the applicable Lenders of the contents
      thereof.  Each notice delivered by the Borrower pursuant to this
      Section shall be irrevocable, provided that a notice
      of
      termination of the Commitments of a Class delivered by the Borrower may state
      that such notice is conditioned upon the effectiveness of other credit
      facilities, in which case such notice may be revoked by the Borrower (by notice
      to the Administrative Agent on or prior to the specified effective date) if
      such
      condition is not satisfied.

     

    (d)  Effect
      of Termination or
      Reduction.  Any termination or reduction of the Commitments of
      a Class shall be permanent.  Except to the extent as otherwise
      provided herein, each reduction of the Commitments of a Class shall be made
      ratably among the Lenders of such Class in accordance with their respective
      Commitments.

     

    (e)  Increase
      of the Revolving
      Commitments and Commitments Reduction Feature.

     

    (i)  Requests
      for Increase by
      Borrower.  The Borrower may, at any time, propose that the
      Revolving Commitments hereunder of a Class be increased (each such proposed
      increase being a “Revolving
      Commitment Increase”) by notice to the Administrative Agent, specifying
      each existing Revolving Lender (each an “Increasing Lender”) and/or
      each additional lender (each an “Assuming Lender”) that
      shall have agreed to an additional Revolving Commitment and the date on which
      such increase is to be effective (the “Revolving Commitment
      Increase
      Date”), which shall be a Business Day at least three Business Days after
      delivery of such notice and at least 30 days prior to the Revolving Commitment
      Termination Date, provided
      that:

     

    


    
      
        
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    (A) the
      minimum amount of the Revolving Commitment of any Assuming Lender, and the
      minimum amount of the increase of the Revolving Commitment of any Increasing
      Lender, as part of such Revolving Commitment Increase shall be $25,000,000
      or a
      larger multiple of $5,000,000 in excess thereof;

     

    (B) immediately
      after giving effect to such Revolving Commitment Increase, the total Revolving
      Commitments of all of the Revolving Lenders hereunder shall not exceed
      $1,000,000,000;

     

    (C) each
      Assuming Lender shall be consented to by the Administrative Agent and the
      Issuing Bank (each such consent not to be unreasonably withheld or
      delayed);

     

    (D) no
      Default shall have occurred and be continuing on such Revolving Commitment
      Increase Date or shall result from the proposed Revolving Commitment Increase;
      and

     

    (E) the
      representations and warranties contained in this Agreement shall be true and
      correct on and as of the Revolving Commitment Increase Date as if made on and
      as
      of such date (or, if any such representation or warranty is expressly stated
      to
      have been made as of a specific date, as of such specific
      date).

     

    (ii)  Effectiveness
      of Revolving
      Commitment Increase by Borrower.  Each Assuming Lender, if any,
      shall become a Revolving Lender hereunder as of such Revolving Commitment
      Increase Date and the Revolving Commitment of the respective Class of any
      Increasing Lender and such Assuming Lender shall be increased as of such
      Revolving Commitment Increase Date, provided
      that:

     

    (x)           
      the Administrative Agent shall have received on or prior to 12:00 noon, New
      York
      City time, on such Revolving Commitment Increase Date (or on or prior to a
      time
      on an earlier date specified by the Administrative Agent) a certificate of
      a
      duly authorized officer of the Borrower stating that each of the applicable
      conditions to such Revolving Commitment Increase set forth in the foregoing
      paragraph (i) has been satisfied; and

     

    (y)           
      each Assuming Lender or Increasing Lender shall have delivered to the
      Administrative Agent, on or prior to 12:00 noon, New York City time, on such
      Revolving Commitment Increase Date (or on or prior to a time on an earlier
      date
      specified by the Administrative Agent), an agreement, in form and substance
      satisfactory to the Borrower and the Administrative Agent, pursuant to which
      such Lender shall, effective as of such Revolving Commitment Increase Date,
      undertake a Revolving Commitment or an increase of Revolving Commitment
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      case of the respective Class, duly executed by such Assuming Lender and the
      Borrower and acknowledged by the Administrative Agent.

     

    Promptly
      following satisfaction of such conditions, the Administrative Agent shall notify
      the Lenders of such Class (including any Assuming Lenders) thereof and of the
      occurrence of the Revolving Commitment Increase Date by facsimile transmission
      or electronic messaging system.

     

    (iii)  Reduction
      of Temporary Increase
      and Initial Lender Commitments.  From and after the time at
      which the sum of (x) the total Revolving Commitments and (y) the aggregate
      principal amount of Term Loans outstanding (such sum, the “Total Exposure”) would
      exceed $600,000,000 (the “Initial Lenders Maximum
      Exposure”) in the absence of this Section 2.08(e)(iii), and
      notwithstanding anything to the contrary in Section 2.17(c) and Section 2.08(d),
      (a) 100% of any Incremental Extension of Credit in excess of the Initial Lenders
      Maximum Exposure shall ratably reduce the Revolving Commitment of each Temporary
      Increase Lender under the Temporary Increase (but solely in respect of such
      portion of the Revolving Commitment of each Temporary Increase Lender comprised
      of the Temporary Increase Amount) until the earlier of the time that each such
      Revolving Commitment shall have been reduced to zero or expired and (b)
      thereafter, 50% of any Incremental Extension of Credit shall ratably reduce
      the
      total Revolving Commitments of each Initial Lender, provided that no reduction
      of an Initial Lender’s Revolving Commitments pursuant to this clause (b) shall
      be made (w) with respect to the Revolving Commitments of any Initial Lender
      who
      participates in a Revolving Commitment Increase giving rise to the application
      of clause (b), (x) to the extent such reduction would, together with all other
      reductions of such Initial Lender’s Revolving Commitments pursuant to clause
      (b), exceed such Initial Lender’s respective Exposure Decrease Cut-Off Amount,
      (y) to the extent the amount of such reduction exceeds the Revolving Commitments
      of each Initial Lender at such time or (z) if any prior reduction of such
      Initial Lender’s Revolving Commitments pursuant to clause (b) has, at the time
      of that reduction, reduced such Initial Lender’s Revolving Commitments to
      zero.  Any decrease of a Temporary Increase Lender’s Revolving
      Commitments or an Initial Lender’s Commitments pursuant to this paragraph (iii)
      shall take effect on the date of the Incremental Extension of Credit giving
      rise
      to such reduction of such Lender’s Revolving Commitments under the Temporary
      Increase and/or Revolving Commitments, as the case may be.  Any
      decrease of a Temporary Increase Lender’s Revolving Commitment under the
      Temporary Increase or Initial Lender’s Revolving Commitments pursuant to this
      paragraph (iii) shall be effected by way of an adjustment of Borrowings in
      accordance with paragraph (v) below.

     

    (iv)  Recordation
      into Register.
      Upon its receipt of an agreement referred to in clause (ii)(y) above executed
      by
      an Assuming Lender or any Increasing Lender, together with the certificate
      referred to in clause (ii)(x) above, the Administrative Agent shall, if such
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    such
      agreement, (y) record the information contained therein in the Register and
      (z)
      give prompt notice thereof to the Borrower.

     

    (vii)  Adjustments
      of Revolving
      Borrowings upon Effectiveness of Increase.  On the Revolving
      Commitment Increase Date (or the date of an Incremental Extension of Credit
      for
      which a reduction is applied to the Revolving Commitment of a Temporary Increase
      Lender or an Initial Lender pursuant to paragraph (iii) above), the Borrower
      shall (A) prepay the outstanding Revolving Loans (if any) of the affected Class
      in full, (B) simultaneously borrow new Revolving Loans of such Class hereunder
      in an amount equal to such prepayment, provided that with respect
      to subclauses (A) and (B), (x) the prepayment to, and borrowing from, any
      existing Revolving Lender shall be effected by book entry to the extent that
      any
      portion of the amount prepaid to such Revolving Lender will be subsequently
      borrowed from such Revolving Lender and (y) the existing Revolving Lenders,
      the
      Increasing Lenders (if any) and the Assuming Lenders (if any) shall make and
      receive payments among themselves, in a manner acceptable to the Administrative
      Agent, so that, after giving effect thereto, the Revolving Loans of such Class
      are held ratably by the Lenders of such Class in accordance with the respective
      Revolving Commitments of such Class of such Lenders (after giving effect to
      such
      Revolving Commitment Increase or such reduction of Revolving Commitments
      pursuant to paragraph (iii) above) and (C) pay to the Lenders of such Class
      the
      amounts, if any, payable under Section 2.15 as a result of any such
      prepayment.  Concurrently therewith, the Lenders of such Class shall
      be deemed to have adjusted their participation interests in any outstanding
      Letters of Credit and outstanding Swingline Loans of such Class so that such
      interests are held ratably in accordance with their Revolving Commitments of
      such Class as so increased (or, with respect to any reduction pursuant to
      paragraph (iii) above, decreased).

     

    (f)  Mandatory
      Reduction of Temporary
      Increase Amount.  (ii) In the event and on each occasion that
      any Net Proceeds are received by or on behalf of the Borrower or any Subsidiary
      in respect of any Mandatory Reduction Event (except to the extent, and only
      to
      the extent, that the receipt of proceeds from the Borrower’s initial public
      offering of 10,000,000 shares of common stock as described in the Final
      Prospectus filed with the SEC pursuant to Rule 497 under the Securities Act
      on
      June 27, 2007 would have required, or resulted in, (A) a reduction of the
      Revolving Commitment of any Temporary Increase Lender and/or (B) a mandatory
      prepayment of any Revolving Loans hereunder), an amount equal to the Mandatory
      Reduction Amount shall ratably reduce the respective Revolving Commitment of
      each Temporary Increase Lender under the Temporary Increase.

     

    (i) Such
      reduction shall take effect on the Prepayment Effective Date applicable to
      such
      Mandatory Reduction Event.

     

    (ii) On
      each Prepayment Effective Date, the Borrower shall (A) prepay, in full, the
      Revolving Loans (if any) outstanding under any Class of Revolving Commitments
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    Commitment
      reduction under this Section 2.08(f), (B) simultaneously borrow new Revolving
      Loans of such Class under the Credit Agreement in an amount equal to the lesser
      of (1) such prepayment and (2) the total of all Multicurrency Revolving
      Commitments (after giving effect to the Revolving Commitment reduction under
      this Section 2.08(f)), provided that with respect
      to subclauses (A) and (B), (x) the prepayment to, and borrowing from, any Lender
      shall be effected by book entry to the extent that any portion of the amount
      prepaid to such Lender will be subsequently borrowed from such Lender and (y)
      the applicable Lenders shall make and receive payments among themselves, in
      a
      manner acceptable to the Administrative Agent, so that, after giving effect
      thereto, the Revolving Loans of such Class are held ratably by the Lenders
      of
      such Class in accordance with the respective Revolving Commitments of such
      Class
      of such Lenders (after giving effect to the Revolving Commitment reduction
      under
      this Section 2.08(f)) and (C) pay to the Lenders of such Class the amounts,
      if
      any, payable under Section 2.15 as a result of any such
      prepayment.  Concurrently therewith, the Lenders of such Class shall
      be deemed to have adjusted their participation interests in any outstanding
      Letters of Credit and Swingline Loans of such Class so that such interests
      are
      held ratably in accordance with their Revolving Commitments of such Class (after
      giving effect to the Revolving Commitment reduction under this Section
      2.08(f)).

     

    SECTION
      2.09.  Repayment
      of Loans; Evidence of
      Debt.

     

    (a)  Repayment.  The
      Borrower hereby unconditionally promises to pay the Loans as
      follows:

     

    (i) to
      the Administrative Agent for account of the Revolving Lenders of either Class
      the outstanding principal amount of the Syndicated Revolving Loans of such
      Class
      on the Revolving Commitment Termination Date;

     

    (ii) to
      the Swingline Lender the then unpaid principal amount of each Swingline Loan
      of
      either Class denominated in Dollars, on the earlier of the Revolving Commitment
      Termination Date and the first date after such Swingline Loan is made that
      is
      the 15th or last day of a calendar month and is at least ten Business Days
      after
      such Swingline Loan is made, provided that on each
      date
      that a Syndicated Borrowing of such Class is made, the Borrower shall repay
      all
      Swingline Loans of such Class then outstanding;

     

    (iii) to
      the Swingline Lender the then unpaid principal amount of each Swingline Loan
      of
      the applicable Class denominated in a Foreign Currency, on the earlier of the
      Revolving Commitment Termination Date and the fifth Business Day after such
      Swingline Loan is made; and

     

    (iv) to
      the Administrative Agent for account of the Syndicated Term Lenders the
      outstanding principal amount of the Syndicated Term Loans on the Term Loan
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    In
      addition, on the Revolving Commitment Termination Date, the Borrower shall
      deposit into the Letter of Credit Collateral Account Cash in an amount equal
      to
      102% of the undrawn face amount of all Letters of Credit outstanding on the
      close of business on the Revolving Commitment Termination Date, such deposit
      to
      be held by the Administrative Agent as collateral security for the LC Exposure
      under this Agreement in respect of the undrawn portion of such Letters of
      Credit.

     

    (b)  Manner
      of
      Payment.  Prior to any repayment or prepayment of any
      Borrowings of any Class hereunder, the Borrower shall select the Borrowing
      or
      Borrowings of such Class to be paid and shall notify the Administrative Agent
      by
      telephone (confirmed by telecopy) of such selection not later than 12:00 noon,
      New York City time, three Business Days before the scheduled date of such
      repayment, provided
      that each repayment of Borrowings of a Class shall be applied to repay any
      outstanding ABR Borrowings of such Class before any other Borrowings of such
      Class.  If the Borrower fails to make a timely selection of the
      Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied,
      first, to pay any outstanding ABR Borrowings of the applicable Class and,
      second, to other Borrowings of such Class in the order of the remaining duration
      of their respective Interest Periods (the Borrowing with the shortest remaining
      Interest Period to be repaid first).  Each payment of a Borrowing
      shall be applied ratably to the Loans included in such
      Borrowing.

     

    (c)  Maintenance
      of Records by
      Lenders.  Each Lender shall maintain in accordance with its
      usual practice records evidencing the indebtedness of the Borrower to such
      Lender resulting from each Loan made by such Lender, including the amounts
      and
      Currency of principal and interest payable and paid to such Lender from time
      to
      time hereunder.

     

    (d)  Maintenance
      of Records by the
      Administrative Agent.  The Administrative Agent shall maintain
      records in which it shall record (i) the amount and Currency of each Loan made
      hereunder, the Class and Type thereof and each Interest Period therefor, (ii)
      the amount and Currency of any principal or interest due and payable or to
      become due and payable from the Borrower to each Lender of such Class hereunder
      and (iii) the amount and Currency of any sum received by the Administrative
      Agent hereunder for account of the Lenders and each Lender’s share
      thereof.

     

    (e)  Effect
      of
      Entries.  The entries made in the records maintained pursuant
      to paragraph (c) or (d) of this Section shall be primafacie
      evidence, absent
      obvious error, of the existence and amounts of the obligations recorded therein,
      provided that the
      failure of any Lender or the Administrative Agent to maintain such records
      or
      any error therein shall not in any manner affect the obligation of the Borrower
      to repay the Loans in accordance with the terms of this
      Agreement.

     

    (f)  Promissory
      Notes.  Any Lender may request that Loans of any Class made by
      it be evidenced by a promissory note.  In such event, the Borrower
      shall prepare, execute and deliver to such Lender a promissory note payable
      to
      such Lender (or, if requested by such Lender, to such Lender and its registered
      assigns) and in a form approved by the Administrative
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    promissory
      note and interest thereon shall at all times (including after assignment
      pursuant to Section 9.04) be represented by one or more promissory notes in
      such
      form payable to the payee named therein (or, if such promissory note is a
      registered note, to such payee and its registered assigns).

     

    SECTION
      2.10.  Prepayment
      of
      Loans.

     

    (a)  Optional
      Prepayments.  The Borrower shall have the right at any time and
      from time to time to prepay any Borrowing in whole or in part, subject to the
      requirements of this Section, provided that any
      prepayment of Term Loans shall be in a principal amount of $5,000,000 or a
      whole
      multiple of $500,000 in excess thereof.

     

    (b)  Mandatory
      Prepayments due to
      Changes in Exchange Rates.

     

    (ii)  Determination
      of Amount
      Outstanding.  On each Quarterly Date and, in addition, promptly
      upon the receipt by the Administrative Agent of a Currency Valuation Notice
      (as
      defined below), the Administrative Agent shall determine the aggregate Revolving
      Multicurrency Credit Exposure.  For the purpose of this determination,
      the outstanding principal amount of any Loan that is denominated in any Foreign
      Currency shall be deemed to be the Dollar Equivalent of the amount in the
      Foreign Currency of such Loan, determined as of such Quarterly Date or, in
      the
      case of a Currency Valuation Notice received by the Administrative Agent prior
      to 11:00 a.m., New York City time, on a Business Day, on such Business Day
      or,
      in the case of a Currency Valuation Notice otherwise received, on the first
      Business Day after such Currency Valuation Notice is received.  Upon
      making such determination, the Administrative Agent shall promptly notify the
      Multicurrency Revolving Lenders and the Borrower thereof.

     

    (iii)  Prepayment.  If,
      on the date of such determination the aggregate Revolving Multicurrency Credit
      Exposure exceeds 105% of the aggregate amount of the Multicurrency Revolving
      Commitments as then in effect, the Borrower shall, if requested by the Required
      Multicurrency Revolving Lenders (through the Administrative Agent), prepay
      the
      Syndicated Multicurrency Revolving Loans and Swingline Multicurrency Loans
      (and/or provide cover for Multicurrency LC Exposure as specified in Section
      2.05(k)) within 15 Business Days following the Borrower’s receipt of such
      request in such amounts as shall be necessary so that after giving effect
      thereto the aggregate Revolving Multicurrency Credit Exposure does not exceed
      the Multicurrency Revolving Commitments.

     

                            
      For purposes hereof, “Currency Valuation Notice”
means a notice
      given by the Required Multicurrency Revolving Lenders to the
      Administrative Agent stating that such notice is a “Currency Valuation Notice”
and requesting that the Administrative Agent determine the aggregate Revolving
      Multicurrency Credit Exposure.  The Administrative Agent shall not be
      required to make more than one valuation determination pursuant to Currency
      Valuation Notices within any rolling one-month period.

     

    


    
      
        
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      Any prepayment pursuant to this paragraph shall be applied, first, to Swingline
      Multicurrency Revolving Loans outstanding, second, to Syndicated
      Multicurrency Revolving Loans outstanding and third, as cover for
      Multicurrency LC Exposure.

     

    (c)  Mandatory
      Prepayments or Cover
      due to Borrowing Base Deficiency.  In the event that at any
      time any Borrowing Base Deficiency shall exist, the Borrower shall (i) prepay
      Term Loans (or in the Borrower’s sole discretion, provide cover for Term Loans
      as contemplated by Section 2.10(g)) and Revolving Loans (and provide cover
      for
      Letters of Credit as contemplated by Section 2.05(k)) pro rata in accordance
      with the Revolving Credit Exposure’s and the Term Loans’ respective ratable
      share of the unpaid principal amount of Term Loans and Revolving Credit Exposure
      at such time or (ii) or reduce Other Covered Indebtedness in such amounts as
      shall be necessary so that such Borrowing Base Deficiency is immediately cured,
      provided that (x)
      the aggregate amount of such prepayment or cover of Term Loans and prepayment
      of
      Revolving Loans (and cover for Letters of Credit) shall be at least equal to
      the
      Revolving Credit Exposure’s and the Term Loans’ ratable share of the aggregate
      prepayment, cover and reduction of Other Covered Indebtedness and (y) if, within
      five Business Days after delivery of a Borrowing Base Certificate demonstrating
      such Borrowing Base Deficiency (and/or at such other times as the Borrower
      has
      knowledge of such Borrowing Base Deficiency), the Borrower shall present the
      Administrative Agent a plan reasonably feasible in the opinion of the
      Administrative Agent to enable such Borrowing Base Deficiency to be cured within
      30 Business Days (which 30-Business Day period shall include the five Business
      Days permitted for delivery of such plan), then such prepayment or reduction
      shall not be required to be effected immediately but may be effected in
      accordance with such plan (with such modifications as the Borrower may
      reasonably determine and as are reasonably acceptable to the Administrative
      Agent), so long as such Borrowing Base Deficiency is cured within such
      30-Business Day period.

     

    (d)  Mandatory
      Prepayments due to
      Non-Approved Change in Investment Policies.  In the event that
      at any time the Borrower or any of its Subsidiaries shall amend, change,
      supplement or otherwise modify the Investment Policies in a manner that is,
      or
      that could reasonably be expected to be, material and adverse to the Lenders
      (and, for the avoidance of doubt, without the Borrower or such Subsidiary having
      obtained the consent referred to in clause (b) of the proviso to the definition
      of Investment Policies), the Borrower shall prepay the Loans then outstanding
      in
      full, together with accrued interest thereon and all fees and other obligations
      of the Borrower accrued hereunder, provided that no
      prepayment shall be required to the extent such amendment, change, supplement
      or
      modification is mandated by provisions of the Investment Company Act applicable
      to the Borrower and its Subsidiaries.

     

    (e)  Notices,
      Etc.  The Borrower shall notify the Administrative Agent (and,
      in the case of prepayment of a Swingline Loan, the Swingline Lender) by
      telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case
      of
      prepayment of a Eurocurrency Borrowing, not later than 12:00 noon, New York
      City
      time (or, in the case of a Borrowing denominated in a Foreign Currency, 12:00
      noon, London time), three Business Days before the date of prepayment, (ii)
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    Borrowing,
      not later than 12:00 noon, New York City time, on the date of prepayment,in
      the
      case of prepayment of a Swingline Loan denominated in Dollars, not later than
      12:00 noon, New York City time, on the date of prepayment or (iv) in the case
      of
      a prepayment of a Swingline Loan denominated in a Foreign Currency, not later
      than 1:00 p.m., London time, on the date of prepayment.  Each such
      notice shall be irrevocable and shall specify the prepayment date, the principal
      amount of each Borrowing or portion thereof to be prepaid and, in the case
      of a
      mandatory prepayment, a reasonably detailed calculation of the amount of such
      prepayment, provided
      that, if a notice of prepayment is given in connection with a conditional notice
      of termination of the Commitments of a Class as contemplated by Section 2.08,
      then such notice of prepayment may be revoked if such notice of termination
      is
      revoked in accordance with Section 2.08.  Promptly following receipt
      of any such notice relating to a Borrowing, the Administrative Agent shall
      advise the affected Lenders of the contents thereof.  Each partial
      prepayment of any Borrowing shall be in an amount that would be permitted in
      the
      case of a Borrowing of the same Type as provided in Section 2.02, except as
      necessary to apply fully the required amount of a mandatory
      prepayment.  Each prepayment of a Borrowing of a Class shall be
      applied ratably to the Loans of such Class included in the prepaid
      Borrowing.  Prepayments shall be accompanied by accrued interest to
      the extent required by Section 2.12 and shall be made in the manner specified
      in
      Section 2.09(b).

     

    (g)  Mandatory
      Prepayment on the
      Temporary Increase Expiry Date.  If on the Temporary Increase
      Expiry Date the Temporary Increase Amount has not been reduced to zero (0)
      in
      accordance with Sections 2.08(e)(iii) and 2.08(f), the Borrower shall on such
      date (i) prepay, in full, the Revolving Loans (if any) outstanding under any
      Class of Revolving Commitments under the Credit Agreement, (ii) simultaneously
      borrow new Revolving Loans of such Class under the Credit Agreement in an amount
      equal to the lesser of (A) such prepayment and (B) the total of all
      Multicurrency Revolving Commitments in effect immediately after the expiration
      of the Temporary Increase (and, for the avoidance of doubt, immediately
      following such reborrowing, no Lender’s Revolving Credit Exposure shall exceed
      such Lender’s aggregate Dollar Revolving Commitments and Multicurrency Revolving
      Commitments at such time), provided that with respect
      to subclauses (i) and (ii), (X) the prepayment to, and borrowing from, any
      Lender shall be effected by book entry to the extent that any portion of the
      amount prepaid to such Lender will be subsequently borrowed from such Lender
      and
      (Y) the Lenders shall make and receive payments among themselves, in a manner
      acceptable to the Administrative Agent, so that, after giving effect thereto,
      the Revolving Loans of such Class are held ratably by the Revolving Lenders
      of
      such Class in accordance with the respective Revolving Commitments of such
      Class
      of such Lenders (after giving effect to the expiration of the Temporary
      Increase) and (iii) pay to the Lenders of such Class the amounts, if any,
      payable under Section 2.15 as a result of any such
      prepayment.  Concurrently therewith, the Lenders of such Class shall
      be deemed to have adjusted their participation interests in any outstanding
      Letters of Credit of such Class so that such interests are held ratably in
      accordance with their Revolving Commitments of such Class (after giving effect
      to the expiration of the Temporary Increase).

     

     

    


    
      
        
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      (g) If
        the Borrower shall provide cover for Term Loans pursuant to Section 2.10(c),
        the
        Borrower shall immediately deposit into a segregated collateral account
        or accounts (herein, collectively, the “Cash Collateral Account”)
        in the name and under the dominion and control of the Administrative Agent
        Cash
        in an amount equal to the amount required under Section 2.10(c).  Such
        deposit shall be held by the Administrative Agent as collateral in the first
        instance for the Term Loans under this Agreement and thereafter for the payment
        of the “Secured Obligations” under and as defined in the Guarantee and Security
        Agreement, and for these purposes the Borrower hereby grants a security interest
        to the Administrative Agent for the benefit of the Lenders in the Cash
        Collateral Account and in any financial assets (as defined in the Uniform
        Commercial Code) or other property held therein.

    

     

    SECTION
      2.11.  Fees.

     

    (a)  Commitment
      Fee.  The Borrower agrees to pay to the Administrative Agent
      for account of each Revolving Lender a commitment fee, which shall accrue at
      a
      rate per annum equal to 0.175% on the average daily unused amount of the Dollar
      Revolving Commitment and Multicurrency Revolving Commitment, as applicable,
      of
      such Revolving Lender during the period from and including the Effective Date
      to
      but excluding the earlier of the date such Revolving Commitment terminates
      and
      the Revolving Commitment Termination Date.  Accrued commitment fees
      shall be payable within one Business Day after each Quarterly Date and on the
      earlier of the date the Revolving Commitments of the respective Class terminate
      and the Revolving Commitment Termination Date, commencing on the first such
      date
      to occur after the Effective Date.  All commitment fees shall be
      computed on the basis of a year of 360 days and shall be payable for the actual
      number of days elapsed (including the first day but excluding the last
      day).  For purposes of computing commitment fees, the Revolving
      Commitment of any Class of a Lender shall be deemed to be used to the extent
      of
      the outstanding Syndicated Revolving Loans and LC Exposure of such Class of
      such
      Lender (and the Swingline Exposure of such Class of such Lender shall be
      disregarded for such purpose).

     

    (b)  Letter
      of Credit
      Fees.  The Borrower agrees to pay (i) to the Administrative
      Agent for account of each Revolving Lender a participation fee with respect
      to
      its participations in Letters of Credit of each Class of Revolving Commitments,
      which shall accrue at a rate per annum equal to the Applicable Margin applicable
      to interest on Eurocurrency Revolving Loans on the average daily amount of
      such
      Lender’s LC Exposure of such Class (excluding any portion thereof attributable
      to unreimbursed LC Disbursements) during the period from and including the
      Effective Date to but excluding the later of the date on which such Lender’s
      Revolving Commitment of such Class terminates and the date on which such Lender
      ceases to have any LC Exposure of such Class, and (ii) to the Issuing Bank
      a
      fronting fee, which shall accrue at the rate of 0.125% per annum on the average
      daily amount of the LC Exposure (excluding any portion thereof attributable
      to
      unreimbursed LC Disbursements) during the period from and including the
      Effective Date to but excluding the later of the date of termination of the
      Revolving Commitments and the date on which there ceases to be any LC Exposure,
      as well as the Issuing Bank’s standard fees with respect to the issuance,
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    renewal
      or extension of any Letter of Credit or processing of drawings
      thereunder.  Participation fees and fronting fees accrued through and
      including each Quarterly Date shall be payable on the third Business Day
      following such Quarterly Date, commencing on the first such date to occur after
      the Effective Date, provided that all such
      fees with respect to the Letters of Credit of a Class shall be payable on the
      date on which the Revolving Commitments of such Class terminate and any such
      fees accruing after the date on which such Revolving Commitments terminate
      shall
      be payable on demand.  Any other fees payable to the Issuing Bank
      pursuant to this paragraph shall be payable within 10 days after
      demand.  All participation fees and fronting fees shall be computed on
      the basis of a year of 360 days and shall be payable for the actual number
      of
      days elapsed (including the first day but excluding the last day).

     

    (c)  Administrative
      Agent
      Fees.  The Borrower agrees to pay to the Administrative Agent,
      for its own account, fees payable in the amounts and at the times separately
      agreed upon between the Borrower and the Administrative
      Agent.

     

    (d)  Payment
      of
      Fees.  All fees payable hereunder shall be paid on the dates
      due, in Dollars and immediately available funds, to the Administrative Agent
      (or
      to the Issuing Bank, in the case of fees payable to it) for distribution, in
      the
      case of facility fees and participation fees, to the Lenders entitled
      thereto.  Fees paid shall not be refundable under any circumstances
      absent obvious error.

     

    SECTION
      2.12.  Interest.

     

    (a)  ABR
      Loans.  The
      Loans constituting each ABR Borrowing (including each Swingline Loan denominated
      in Dollars) shall bear interest at a rate per annum equal to the Alternate
      Base
      Rate plus the
      Applicable Margin, provided that in the case
      of Swingline Loans such interest rate shall be reduced by 0.175% per annum
      (such
      amount being the commitment fee rate payable pursuant to Section
      2.11(a)).

     

    (b)  Eurocurrency
      Loans.  The Loans constituting each Eurocurrency Borrowing
      shall bear interest at a rate per annum equal to the Adjusted LIBO Rate for
      the
      related Interest Period for such Borrowing plus the Applicable
      Margin.

     

    (c)  Foreign
      Currency Swingline
      Loans.  Swingline Loans denominated in Foreign Currencies shall
      bear interest at a rate per annum agreed between the Borrower and the Swingline
      Lender at the time the respective Swingline Loans are made (which rate shall
      be
      calculated net of 0.175% per annum (such amount being the commitment fee rate
      payable pursuant to Section 2.11(a))), provided that if any such
      Loan shall continue outstanding for more than five Business Days, such Loan
      shall be deemed automatically converted into a Eurocurrency Loan held solely
      by
      the Swingline Lender with consecutive Interest Periods of one-month’s
      duration.

     

    (d)  Default
      Interest.  Notwithstanding the foregoing, if any principal of
      or interest on any Loan or any fee or other amount payable by the Borrower
      hereunder is not paid when due, whether at stated maturity, upon acceleration,
      by mandatory prepayment or otherwise, such overdue amount shall bear interest,
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    judgment,
      at a rate per annum equal to (i) in the case of overdue principal of any Loan,
      2% plus the rate
      otherwise applicable to such Loan as provided above or (ii) in the case of
      any
      other amount, 2% plus the rate applicable
      to ABR Loans as provided in paragraph (a) of this Section.

     

    (e)  Payment
      of
      Interest.  Accrued interest on each Loan shall be payable in
      arrears on each Interest Payment Date for such Loan in the Currency in which
      such Loan is denominated and, in the case of Syndicated Revolving Loans, upon
      termination of the Revolving Commitments, provided that (i) interest
      accrued pursuant to paragraph (d) of this Section shall be payable on demand,
      (ii) in the event of any repayment or prepayment of any Loan (other than a
      prepayment of a Syndicated ABR Revolving Loan prior to the Revolving Commitment
      Termination Date), accrued interest on the principal amount repaid or prepaid
      shall be payable on the date of such repayment or prepayment and (iii) in the
      event of any conversion of any Eurocurrency Borrowing denominated in Dollars
      prior to the end of the Interest Period therefor, accrued interest on such
      Borrowing shall be payable on the effective date of such
      conversion.

     

    (f)  Computation.  All
      interest hereunder shall be computed on the basis of a year of 360 days, except
      that interest computed by reference to the Alternate Base Rate at times when
      the
      Alternate Base Rate is based on the Prime Rate shall be computed on the basis
      of
      a year of 365 days (or 366 days in a leap year), and in each case shall be
      payable for the actual number of days elapsed (including the first day but
      excluding the last day).  The applicable Alternate Base Rate or
      Adjusted LIBO Rate shall be determined by the Administrative Agent, and such
      determination shall be conclusive absent manifest error.

     

    SECTION
      2.13.  Alternate
      Rate of
      Interest.  If prior to the commencement of the Interest
      Period for any Eurocurrency Borrowing of a Class (the Currency of such Borrowing
      herein called the “Affected
      Currency”):

     

    (a) the
      Administrative Agent determines (which determination shall be conclusive absent
      manifest error) that adequate and reasonable means do not exist for ascertaining
      the Adjusted LIBO Rate for the Affected Currency for such Interest Period;
      or

     

    (b) the
      Administrative Agent is advised by the Required Lenders of such Class that
      the
      Adjusted LIBO Rate for the Affected Currency for such Interest Period will
      not
      adequately and fairly reflect the cost to such Lenders of making or maintaining
      their respective Loans included in such Borrowing for such Interest
      Period;

     

    then
      the Administrative Agent shall give notice thereof to the Borrower and the
      affected Lenders by telephone or telecopy as promptly as practicable thereafter
      and, until the Administrative Agent notifies the Borrower and such Lenders
      that
      the circumstances giving rise to such notice no longer exist, (i) any Interest
      Election Request that requests the conversion of any Borrowing to, or the
      continuation of any Borrowing as, a Eurocurrency Borrowing denominated in the
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    if
      the Affected Currency is Dollars, such Borrowing (unless prepaid) shall be
      continued as, or converted to, an ABR Borrowing, (ii) if the Affected Currency
      is Dollars and any Borrowing Request requests a Eurocurrency Borrowing
      denominated in Dollars, such Borrowing shall be made as an ABR Borrowing and
      (iii) if the Affected Currency is a Foreign Currency, any Borrowing Request
      that
      requests a Eurocurrency Borrowing denominated in the Affected Currency shall
      be
      ineffective.

     

    SECTION
      2.14.  Increased
      Costs.

     

    (a)  Increased
      Costs
      Generally.  If any Change in Law shall:

     

               
      (i) impose,
      modify or deem applicable any reserve, special deposit or similar requirement
      against assets of, deposits with or for account of, or credit extended by,
      any
      Lender (except any such reserve requirement reflected in the Adjusted LIBO
      Rate)
      or the Issuing Bank; or

     

               
      (ii) impose
      on any Lender or the Issuing Bank or the London interbank market any other
      condition affecting this Agreement or Eurocurrency Loans made by such Lender
      or
      any Letter of Credit or participation therein;

     

    and
      the result of any of the foregoing shall be to increase the cost to such Lenders
      of making or maintaining any Eurocurrency Loan (or of maintaining its obligation
      to make any such Loan) or to increase the cost to such Lender or the Issuing
      Bank of participating in, issuing or maintaining any Letter of Credit or to
      reduce the amount of any sum received or receivable by such Lender or the
      Issuing Bank hereunder (whether of principal, interest or otherwise), then
      the
      Borrower will pay to such Lender or the Issuing Bank, as the case may be, in
      Dollars, such additional amount or amounts as will compensate such Lender or
      the
      Issuing Bank, as the case may be, for such additional costs incurred or
      reduction suffered.

     

    (b)  Capital
      Requirements.  If any Lender or the Issuing Bank determines
      that any Change in Law regarding capital requirements has or would have the
      effect of reducing the rate of return on such Lender’s or the Issuing Bank’s
      capital or on the capital of such Lender’s or the Issuing Bank’s holding
      company, if any, as a consequence of this Agreement or the Loans made by, or
      participations in Swingline Loans and Letters of Credit held by, such Lender,
      or
      the Letters of Credit issued by the Issuing Bank, to a level below that which
      such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding
      company could have achieved but for such Change in Law (taking into
      consideration such Lender’s or the Issuing Bank’s policies and the policies of
      such Lender’s or the Issuing Bank’s holding company with respect to capital
      adequacy), by an amount deemed to be material by such Lender or Issuing Bank,
      then from time to time the Borrower will pay to such Lender or the Issuing
      Bank,
      as the case may be, in Dollars, such additional amount or amounts as will
      compensate such Lender or the Issuing Bank or such Lender’s or the Issuing
      Bank’s holding company for any such reduction suffered.

     

     

     

    


    
      
        
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    (c) Certificates
      from
      Lenders.  A certificate of a Lender or the Issuing Bank setting
      forth the amount or amounts, in Dollars, necessary to compensate such Lender
      or
      the Issuing Bank or its holding company, as the case may be, as specified in
      paragraph (a) or (b) of this Section shall be promptly delivered to
      the
      Borrower and shall be conclusive absent manifest error.  The Borrower
      shall pay such Lender or the Issuing Bank, as the case may be, the amount shown
      as due on any such certificate within 10 days after receipt
      thereof.

     

    (d)  Delay
      in
      Requests.  Failure or delay on the part of any Lender or the
      Issuing Bank to demand compensation pursuant to this Section shall not
      constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such
      compensation, provided that the Borrower
      shall not be required to compensate a Lender or the Issuing Bank pursuant to
      this Section for any increased costs or reductions incurred more than six months
      prior to the date that such Lender or the Issuing Bank, as the case may be,
      notifies the Borrower of the Change in Law giving rise to such increased costs
      or reductions and of such Lender’s or the Issuing Bank’s intention to claim
      compensation therefor, providedfurther
      that, if the
      Change in Law giving rise to such increased costs or reductions is retroactive,
      then the six-month period referred to above shall be extended to include the
      period of retroactive effect thereof.

     

    SECTION
      2.15.  Break
      Funding
      Payments.  In the event of (a) the payment of any
      principal of any Eurocurrency Loan other than on the last day of an Interest
      Period therefor (including as a result of an Event of Default), (b) the
      conversion of any Eurocurrency Loan other than on the last day of an Interest
      Period therefor, (c) the failure to borrow, convert, continue or prepay any
      Loan
      on the date specified in any notice delivered pursuant hereto (regardless of
      whether such notice is permitted to be revocable under Section 2.10(e) and
      is
      revoked in accordance herewith), or (d) the assignment as a result of a request
      by the Borrower pursuant to Section 2.18(b) of any Eurocurrency Loan other
      than
      on the last day of an Interest Period therefor, then, in any such event, the
      Borrower shall compensate each Lender for the loss, cost and expense
      attributable to such event (excluding in any event, loss of anticipated
      profits).  In the case of a Eurocurrency Loan, the loss to any Lender
      attributable to any such event shall be deemed to include an amount determined
      by such Lender to be equal to the excess, if any, of:

     

    (i) the
      amount of interest that such Lender would pay for a deposit equal to the
      principal amount of such Loan denominated in the Currency of such Loan for
      the
      period from the date of such payment, conversion, failure or assignment to
      the
      last day of the then current Interest Period for such Loan (or, in the case
      of a
      failure to borrow, convert or continue, the duration of the Interest Period
      that
      would have resulted from such borrowing, conversion or continuation) if the
      interest rate payable on such deposit were equal to the Adjusted LIBO Rate
      for
      such Currency for such Interest Period, over

     

    (ii) the
      amount of interest that such Lender would earn on such principal amount for
      such
      period if such Lender were to invest such principal amount for such period
      at
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    affiliate
      of such Lender) for deposits denominated in such Currency from other banks
      in
      the eurocurrency market at the commencement of such period.Payment under this
      Section shall be made upon request of a Lender delivered not later than five
      Business Days following the payment, conversion, or failure to borrow, convert,
      continue or prepay that gives rise to a claim under this Section accompanied
      by
      a certificate of such Lender setting forth the amount or amounts that such
      Lender is entitled to receive pursuant to this Section, which certificate shall
      be conclusive absent manifest error.  The Borrower shall pay such
      Lender the amount shown as due on any such certificate within 10 days after
      receipt thereof.

     

    SECTION
      2.16.  Taxes.

     

    (a)  Payments
      Free of
      Taxes.  Any and all payments by or on account of any obligation
      of the Borrower hereunder or under any other Loan Document shall be made free
      and clear of and without deduction for any Indemnified Taxes or Other Taxes,
      provided that if the
      Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from
      such payments, then (i) the sum payable shall be increased as necessary so
      that
      after making all required deductions (including deductions applicable to
      additional sums payable under this Section) the Administrative Agent, Lender
      or
      Issuing Bank (as the case may be) receives an amount equal to the sum it would
      have received had no such deductions been made, (ii) the Borrower shall make
      such deductions and (iii) the Borrower shall pay the full amount deducted to
      the
      relevant Governmental Authority in accordance with applicable
      law.

     

    (b)  Payment
      of Other Taxes by the
      Borrower.  In addition, the Borrower shall pay any Other Taxes
      to the relevant Governmental Authority in accordance with applicable
      law.

     

    (c)  Indemnification
      by the
      Borrower.  The Borrower shall indemnify the Administrative
      Agent, each Lender and the Issuing Bank for, and within 10 Business Days after
      written demand therefor, pay the full amount of any Indemnified Taxes or Other
      Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or
      attributable to amounts payable under this Section) paid by the Administrative
      Agent, such Lender or the Issuing Bank, as the case may be, and any penalties,
      interest and reasonable expenses arising therefrom or with respect thereto,
      whether or not such Indemnified Taxes or Other Taxes were correctly or legally
      imposed or asserted by the relevant Governmental Authority.  A
      certificate as to the amount of such payment or liability delivered to the
      Borrower by a Lender or the Issuing Bank, or by the Administrative Agent on
      its
      own behalf or on behalf of a Lender or the Issuing Bank, shall be conclusive
      absent manifest error.

     

    (d)  Evidence
      of
      Payments.  As soon as practicable after any payment of
      Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority,
      the Borrower shall deliver to the Administrative Agent the original or a
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    return
      reporting such payment or other evidence of
      such payment reasonably satisfactory to the Administrative Agent.
       

    

    (e)  Foreign
      Lenders.  Any Foreign Lender that is entitled to an exemption
      from or reduction of withholding tax under the law of the jurisdiction in which
      the Borrower is located, or any treaty to which such jurisdiction is a party,
      with respect to payments under this Agreement shall deliver to the Borrower
      (with a copy to the Administrative Agent), at the time or times prescribed
      by
      applicable law or reasonably requested by the Borrower, such properly completed
      and executed documentation prescribed by applicable law, if requested by the
      Borrower or the Administrative Agent, as will permit such payments to be made
      without withholding or at a reduced rate of withholding.

     

    In
      addition, any Foreign Lender, if requested by the Borrower or the Administrative
      Agent, shall deliver such other documentation prescribed by applicable law
      or
      reasonably requested by the Borrower or the Administrative Agent as will enable
      the Borrower or the Administrative Agent to determine whether or not such
      Foreign Lender is subject to backup withholding or information reporting
      requirements.

     

    In
      addition, upon reasonable request of the Borrower or the Administrative Agent,
      each Foreign Lender shall deliver such forms promptly upon the expiration or
      invalidity of any form previously delivered by such Foreign Lender, provided it is legally
      able to do so at the time.

     

    (f)  Treatment
      of Certain
      Refunds.  If the Administrative Agent, any Lender or an Issuing
      Bank determines, in its sole discretion, that it has received a refund of any
      Taxes or Other Taxes as to which it has been indemnified by the Borrower or
      with
      respect to which the Borrower has paid additional amounts pursuant to this
      Section, it shall pay to the Borrower an amount equal to such refund (but only
      to the extent of indemnity payments made, or additional amounts paid, by the
      Borrower under this Section with respect to the Taxes or Other Taxes giving
      rise
      to such refund), net of all reasonable out-of-pocket expenses of the
      Administrative Agent, any Lender or an Issuing Bank, as the case may be, and
      without interest (other than any interest paid by the relevant Governmental
      Authority with respect to such refund), provided that the Borrower, upon the
      request of the Administrative Agent, any Lender or an Issuing Bank, agrees
      to
      repay the amount paid over to the Borrower (plus any penalties, interest or
      other charges imposed by the relevant Governmental Authority) to the
      Administrative Agent, any Lender or an Issuing Bank in the event the
      Administrative Agent, any Lender or an Issuing Bank is required to repay such
      refund to such Governmental Authority.  This subsection shall not be
      construed to require the Administrative Agent, any Lender or an Issuing Bank
      to
      make available its tax returns or its books or records (or any other information
      relating to its taxes that it deems confidential) to the Borrower or any other
      Person.

     

    
    

    


    
      
        
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      SECTION
        2.17.  Payments
        Generally; Pro Rata Treatment;
        Sharing of Set-offs.

       

      (a)  Payments
        by the
        Borrower.  The Borrower shall make each payment required to be
        made by it hereunder (whether of principal, interest, fees or reimbursement
        of
        LC Disbursements, or under Section 2.14, 2.15 or 2.16, or
        otherwise)

    

     

    (b) or
      under any other Loan Document (except to the extent otherwise provided therein)
      prior to 2:00 p.m., Local Time, on the date when due, in immediately available
      funds, without set-off or counterclaim.  Any amounts received after
      such time on any date may, in the discretion of the Administrative Agent, be
      deemed to have been received on the next succeeding Business Day for purposes
      of
      calculating interest thereon.  All such payments shall be made to the
      Administrative Agent at the Administrative Agent’s Account, except as otherwise
      expressly provided in the relevant Loan Document and except payments to be
      made
      directly to the Issuing Bank or the Swingline Lender as expressly provided
      herein and payments pursuant to Sections 2.14, 2.15, 2.16 and 9.03, which shall
      be made directly to the Persons entitled thereto.  The Administrative
      Agent shall distribute any such payments received by it for account of any
      other
      Person to the appropriate recipient promptly following receipt
      thereof.  If any payment hereunder shall be due on a day that is not a
      Business Day, the date for payment shall be extended to the next succeeding
      Business Day and, in the case of any payment accruing interest, interest thereon
      shall be payable for the period of such extension.

     

    All
      amounts owing under this Agreement (including commitment fees, payments required
      under Section 2.14, and payments required under Section 2.15 relating to any
      Loan denominated in Dollars, but not including principal of, and interest on,
      any Loan denominated in any Foreign Currency or payments relating to any such
      Loan required under Section 2.15, which are payable in such Foreign Currency)
      or
      under any other Loan Document (except to the extent otherwise provided therein)
      are payable in Dollars.  Notwithstanding the foregoing, if the
      Borrower shall fail to pay any principal of any Loan when due (whether at stated
      maturity, by acceleration, by mandatory prepayment or otherwise), the unpaid
      portion of such Loan shall, if such Loan is not denominated in Dollars,
      automatically be redenominated in Dollars on the due date thereof (or, if such
      due date is a day other than the last day of the Interest Period therefor,
      on
      the last day of such Interest Period) in an amount equal to the Dollar
      Equivalent thereof on the date of such redenomination and such principal shall
      be payable on demand; and if the Borrower shall fail to pay any interest on
      any
      Loan that is not denominated in Dollars, such interest shall automatically
      be
      redenominated in Dollars on the due date therefor (or, if such due date is
      a day
      other than the last day of the Interest Period therefor, on the last day of
      such
      Interest Period) in an amount equal to the Dollar Equivalent thereof on the
      date
      of such redenomination and such interest shall be payable on
      demand.

     

    (b)  Application
      of Insufficient
      Payments.  If at any time insufficient funds are received by
      and available to the Administrative Agent to pay fully all amounts of principal,
      unreimbursed LC Disbursements, interest and fees of a Class then due hereunder,
      such funds shall be applied (i) first, to pay interest and fees of such Class
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    of
      interest and fees of such Class then due to such parties, and (ii) second,
      to
      pay principal and unreimbursed LC Disbursements of such Class then due
      hereunder, ratably among the parties entitled thereto in accordance with the
      amounts of principal and unreimbursed LC Disbursements of such Class then due
      to
      such parties.

     

    (c)  Pro
      Rata
      Treatment.  Except to the extent otherwise provided herein: (i)
      each Borrowing of a Class shall be made from the Lenders of such Class, each
      payment of commitment fee under Section 2.11 shall be made for account of the
      Lenders of the applicable Class, and each termination or reduction of the amount
      of the Commitments of a Class under Section 2.08 shall be applied to the
      respective Commitments of the Lenders of such Class, pro rata according to
      the
      amounts of their respective Commitments of such Class; (ii) each Borrowing
      of a
      Class shall be allocated pro rata among the Lenders of such Class according
      to
      the amounts of their respective Commitments of such Class (in the case of the
      making of Loans) or their respective Loans of such Class that are to be included
      in such Borrowing (in the case of conversions and continuations of Loans);
      (iii)
      each payment or prepayment of principal of Loans of a Class by the Borrower
      shall be made for account of the Lenders of such Class pro rata in accordance
      with the respective unpaid principal amounts of the Loans of such Class held
      by
      them; and (iv) each payment of interest on Loans of a Class by the Borrower
      shall be made for account of the Lenders of such Class pro rata in accordance
      with the amounts of interest on such Loans of such Class then due and payable
      to
      the respective Lenders.

     

    (d)  Sharing
      of Payments by
      Lenders.  If any Lender of any Class shall, by exercising any
      right of set-off or counterclaim or otherwise, obtain payment in respect of
      any
      principal of or interest on any of its Loans, or participations in LC
      Disbursements or Swingline Loans, of such Class resulting in such Lender
      receiving payment of a greater proportion of the aggregate amount of its Loans,
      and participations in LC Disbursements and Swingline Loans, and accrued interest
      thereon of such Class then due than the proportion received by any other Lender
      of such Class, then the Lender receiving such greater proportion shall purchase
      (for cash at face value) participations in the Loans, and participations in
      LC
      Disbursements and Swingline Loans, of other Lenders of such Class to the extent
      necessary so that the benefit of all such payments shall be shared by the
      Lenders of such Class ratably in accordance with the aggregate amount of
      principal of and accrued interest on their respective Loans, and participations
      in LC Disbursements and Swingline Loans, of such Class, provided that (i) if any
      such participations are purchased and all or any portion of the payment giving
      rise thereto is recovered, such participations shall be rescinded and the
      purchase price restored to the extent of such recovery, without interest, and
      (ii) the provisions of this paragraph shall not be construed to apply to any
      payment made by the Borrower pursuant to and in accordance with the express
      terms of this Agreement or any payment obtained by a Lender as consideration
      for
      the assignment of or sale of a participation in any of its Loans or
      participations in LC Disbursements to any assignee or participant, other than
      to
      the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions
      of this paragraph shall apply).  The Borrower consents to the
      foregoing and agrees, to the extent it may effectively do so under applicable
      law, that any Lender acquiring a participation pursuant to the foregoing
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    respect
      to such participation as fully as if such
      Lender were a direct creditor of the Borrower in the amount of such
      participation.

    
       

      (e)  Presumptions
        of
        Payment.  Unless the Administrative Agent shall have received
        notice from the Borrower prior to the date on which any payment is due to
        the
        Administrative Agent for account of the Lenders or the Issuing Bank hereunder
        that the
        Borrower will not make such payment, the Administrative Agent may assume
        that
        the Borrower has made such payment on such date in accordance herewith and
        may,
        in reliance upon such assumption, distribute to the Lenders or the Issuing
        Bank,
        as the case may be, the amount due.  In such event, if the Borrower
        has not in fact made such payment, then each of the Lenders or the Issuing
        Bank,
        as the case may be, severally agrees to repay to the Administrative Agent
        forthwith on demand the amount so distributed to such Lender or the Issuing
        Bank
        with interest thereon, for each day from and including the date such amount
        is
        distributed to it to but excluding the date of payment to the Administrative
        Agent, at the Federal Funds Effective Rate.

    

     

    (f)  Certain
      Deductions by the
      Administrative Agent.  If any Lender shall fail to make any
      payment required to be made by it pursuant to Section 2.04(c), 2.05(e), 2.06(b)
      or 2.17(e), then the Administrative Agent may, in its discretion
      (notwithstanding any contrary provision hereof), apply any amounts thereafter
      received by the Administrative Agent for account of such Lender to satisfy
      such
      Lender’s obligations under such Sections until all such unsatisfied obligations
      are fully paid.

     

    SECTION
      2.18.  Mitigation
      Obligations;
      Replacement of Lenders.

     

    (a)  Designation
      of a Different
      Lending Office.  If any Lender requests compensation under
      Section 2.14, or if the Borrower is required to pay any additional amount to
      any
      Lender or any Governmental Authority for account of any Lender pursuant to
      Section 2.16, then such Lender shall use reasonable efforts to designate a
      different lending office for funding or booking its Loans hereunder or to assign
      its rights and obligations hereunder to another of its offices, branches or
      affiliates, if, in the judgment of such Lender, such designation or assignment
      (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or 2.16,
      as the case may be, in the future and (ii) would not subject such Lender to
      any
      cost or expense not required to be reimbursed by the Borrower and would not
      otherwise be disadvantageous to such Lender.  The Borrower hereby
      agrees to pay all reasonable costs and expenses incurred by any Lender in
      connection with any such designation or assignment.

     

    (b)  Replacement
      of
      Lenders.  If any Lender requests compensation under Section
      2.14, or if the Borrower is required to pay any additional amount to any Lender
      or any Governmental Authority for account of any Lender pursuant to Section
      2.16, or if any Lender defaults in its obligation to fund Loans hereunder,
      then
      the Borrower may, at its sole expense and effort, upon notice to such Lender
      and
      the Administrative Agent, require such Lender to assign and delegate, without
      recourse (in accordance with and subject to the restrictions contained in
      Section 9.04), all its interests, rights and obligations under this Agreement
      to
      an assignee that shall assume such obligations (which assignee may be another
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    provided
      that (i) the
      Borrower shall have received the prior written consent of the Administrative
      Agent (and, if a Revolving Commitment is being assigned, the Issuing Bank and
      the Swingline Lender), which consent shall not unreasonably be withheld, (ii)
      such Lender shall have received payment of an amount equal to the outstanding
      principal of its Loans and participations in LC Disbursements and Swingline
      Loans, accrued interest thereon, accrued fees and all other amounts payable
      to
      it hereunder, from the assignee (to the extent of such outstanding principal
      and
      accrued interest and fees) or the Borrower (in the case of all other amounts)
      and (iii) in the case of any such assignment resulting from a claim for
      compensation under Section 2.14 or payments required to be made pursuant to
      Section 2.16, such assignment will result in a reduction in such compensation
      or
      payments.  A Lender shall not be required to make any such assignment
      and delegation if, prior thereto, as a result of a waiver by such Lender or
      otherwise, the circumstances entitling the Borrower to require such assignment
      and delegation cease to apply.

     

    SECTION
      2.19.  Incremental
      Term
      Loans.

     

    (a) At
      any time and from time to time, subject to the terms and conditions set forth
      herein, the Borrower may, by notice to the Administrative Agent (whereupon
      the
      Administrative Agent shall promptly deliver a copy to each of the Lenders),
      request to add one or more additional tranches of term loans (the “Incremental Term Loans”),
provided
      that at the
      time of each such request and upon the effectiveness of each Incremental
      Facility Amendment and the applicable Incremental Term Loan, (i) no Default
      has
      occurred and is continuing or shall result therefrom and (ii) the Borrower
      shall
      have delivered a certificate of a Financial Officer to the effect set forth
      in
      the preceding clause (i).  Notwithstanding anything to the contrary
      herein, the aggregate principal amount of the Incremental Term Loans shall
      not
      exceed $250,000,000.  Each tranche of Incremental Term Loans shall be
      in integral multiples of $5,000,000 and be in an aggregate principal amount
      that
      is not less than $5,000,000.

     

    (b) The
      Incremental Term Loans (i) shall rank paripassu
      in right of payment
      in respect of the Collateral and with the Revolving Commitments and Syndicated
      Term Loans, (ii) for purposes of prepayments, shall be treated the same as
      the
      Syndicated Term Loans and (iii) shall have terms identical to the Syndicated
      Term Loans.

     

    (c) Each
      notice from the Borrower pursuant to this Section shall set forth the requested
      amount and proposed terms of the relevant Incremental Term Loan.  Any
      additional bank, financial institution or other Person (other than an existing
      Lender) that elects to extend Incremental Term Loans shall be reasonably
      satisfactory to the Borrower and the Administrative Agent (any such bank,
      financial institution or other Person, an “Additional Term Lender”)
      and, if not already a Term Lender, shall become a Term Lender under this
      Agreement pursuant to an amendment (an “Incremental Facility
      Amendment”) to this Agreement and, as appropriate, the other Loan
      Documents, executed by the Borrower, such Additional Term Lender and the
      Administrative Agent.  No Lender shall be obligated to provide any
      Incremental Term Loan, unless it so agrees.  Commitments in respect of
      any Incremental Term Loans shall become Commitments under this
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    any
      other Lenders, effect such amendments to this
      Agreement and the other Loan Documents as may be necessary or appropriate,
      in
      the opinion of the Administrative Agent, to effect the provisions of this
      Section (including voting provisions applicable to the Additional Term Lenders
      comparable to the provisions of the second paragraph of Section
      9.02(b)).  The effectiveness of any Incremental Facility Amendment
      shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility
      ClosingDate”)
      of each of the
      conditions set forth in Section 4.02 (it being understood that all references
      to
“the date of such
      Loans” in Section 4.02 shall be deemed to refer to the Incremental
      Facility Closing Date).

     

     

    ARTICLE
      III

     

    REPRESENTATIONS
      AND WARRANTIES

     

    The
      Borrower represents and warrants to the Lenders that:

     

    SECTION
      3.01.  Organization;
      Powers.  Each of the Borrower and its Subsidiaries is
      duly organized, validly existing and in good standing under the laws of the
      jurisdiction of its organization, has all requisite power and authority to
      carry
      on its business as now conducted and, except where the failure to do so,
      individually or in the aggregate, could not reasonably be expected to result
      in
      a Material Adverse Effect, is qualified to do business in, and is in good
      standing in, every jurisdiction where such qualification is required of the
      Borrower or such Subsidiary, as applicable.

     

    SECTION
      3.02.  Authorization;
      Enforceability.  The Transactions are within the
      Borrower’s corporate powers and have been duly authorized by all necessary
      corporate action and, if required, by all necessary shareholder
      action.  This Agreement has been duly executed and delivered by the
      Borrower and constitutes, and each of the other Loan Documents when executed
      and
      delivered will constitute, a legal, valid and binding obligation of the
      Borrower, enforceable in accordance with its terms, except as such
      enforceability may be limited by (a) bankruptcy, insolvency, reorganization,
      moratorium or similar laws of general applicability affecting the enforcement
      of
      creditors’ rights and (b) the application of general principles of equity
      (regardless of whether such enforceability is considered in a proceeding in
      equity or at law).

     

    SECTION
      3.03.  Governmental
      Approvals; No
      Conflicts.  The Transactions (a) do not require any
      consent or approval of, registration or filing with, or any other action by,
      any
      Governmental Authority, except for (i) such as have been or will be obtained
      or
      made and are in full force and effect and (ii) filings and recordings in respect
      of the Liens created pursuant to the Security Documents, (b) will not violate
      any applicable law or regulation or the charter, by-laws or other organizational
      documents of the Borrower or any of its Subsidiaries or any order of any
      Governmental Authority, (c) will not violate or result in a default in any
      material respect under any indenture, agreement or other instrument binding
      upon
      the Borrower or any of its Subsidiaries or assets, or give rise to a right
      thereunder to require any payment to be made by any such Person, and (d) except
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    SECTION
      3.04.  Financial
      Condition; No Material Adverse
      Change.

     

    (a)  Financial
      Statements.  The Borrower has heretofore delivered to the
      Lenders the following financial statements:

     

    (i) the
      audited consolidated statement of assets and liabilities and statements of
      operations, changes in net assets and cash flows of the Borrower and its
      Subsidiaries as of and for the fiscal year ended December 31, 2006, reported
      on
      by Deloitte & Touche LLP, independent public accountants, in the form of the
      report of the Borrower to the SEC on Form 10-K for such year;
      and

     

    (ii) the
      unaudited interim consolidated statement of assets and liabilities and
      statements of operations, changes in net assets and cash flows of the Borrower
      and its Subsidiaries as of and for the three-, six- and nine-month periods
      ended, respectively, March 31, 2007, June 30, 2007 and September 30, 2007,
      in
      the form of the report of the Borrower to the SEC on Form 10-Q for such periods,
      in each case certified by a Financial Officer of the
      Borrower.

     

    Such
      financial statements present fairly, in all material respects, the consolidated
      financial position and results of operations and cash flows of the Borrower
      and
      its Subsidiaries as of such dates and for such periods in accordance with GAAP,
      subject, in the case of such interim statements, to year-end audit adjustments
      and the absence of footnotes.

     

    (b)  No
      Material Adverse
      Change.  Since the date of the most recent Applicable Financial
      Statements, there has not been any event, development or circumstance (herein,
      a
“Material Adverse
      Change”) that has had or could reasonably be expected to have a material
      adverse effect on (i) the business, Portfolio Investments and other assets,
      liabilities and financial condition of the Borrower taken as a whole (excluding
      in any case a decline in the net asset value of the Borrower or a change in
      general market conditions or values of the Borrower’s Portfolio Investments), or
      (ii) the validity or enforceability of any of the Loan Documents or the rights
      or remedies of the Administrative Agent and the Lenders
      thereunder.

     

    SECTION
      3.05.  Litigation.

     

    (a)  Actions,
      Suits and
      Proceedings.  There are no actions, suits, investigations or
      proceedings by or before any arbitrator or Governmental Authority now pending
      against or, to the knowledge of the Borrower, threatened against or affecting
      the Borrower or any of its Subsidiaries (i) that could reasonably be expected,
      individually or in the aggregate, to result in a Material Adverse Effect (other
      than the Disclosed Matters) or (ii) that involve this Agreement or the
      Transactions.

     

    


    
      
        
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    (b) Disclosed
      Matters.  Since the Effective Date, there has been no change in
      the status of the Disclosed Matters that, individually or in the aggregate,
      has
      resulted in, or materially increased the likelihood of, a Material Adverse
      Effect.

     

    SECTION
      3.06. Compliance
      with Laws and
      Agreements.  (a)  Each of the Borrower and its
      Subsidiaries is in compliance with all laws, regulations and orders of any
      Governmental Authority applicable to it or its property and all indentures,
      agreements and other instruments binding upon it or its property, except where
      the failure to do so, individually or in the aggregate, could not reasonably
      be
      expected to result in a Material Adverse Effect.  Neither the Borrower
      nor any of its Subsidiaries is subject to any contract or other arrangement,
      the
      performance of which by the Borrower could reasonably be expected to result
      in a
      Material Adverse Effect.

     

    (b) Except
      with respect to any matters that, individually or in the aggregate, could not
      reasonably be expected to result in a Material Adverse Effect, neither the
      Borrower nor any of its Subsidiaries (w) has failed to comply with any
      Environmental Law or to obtain, maintain or comply with any permit, license
      or
      other approval required under any Environmental Law, (x) has become subject
      to
      any Environmental Liability, (y) has received notice of any claim with respect
      to any Environmental Liability or (z) knows of any basis for any Environmental
      Liability.

     

    SECTION
      3.07.  Taxes.  Each
      of the
      Borrower and its Subsidiaries has timely filed or caused to be filed all
      material Tax returns and reports required to have been filed and has paid or
      caused to be paid all material Taxes required to have been paid by it, except
      (a) Taxes that are being contested in good faith by appropriate proceedings
      and
      for which such Person has set aside on its books adequate reserves or (b) to
      the
      extent that the failure to do so could not reasonably be expected to result
      in a
      Material Adverse Effect.

     

    SECTION
      3.08.  ERISA.  No
      ERISA
      Event has occurred or is reasonably expected to occur that, when taken together
      with all other such ERISA Events for which liability is reasonably expected
      to
      occur, could reasonably be expected to result in a Material Adverse
      Effect.

     

    SECTION
      3.09.  Disclosure.  The
      Borrower has disclosed to the Lenders all agreements, instruments and corporate
      or other restrictions to which it or any of its Subsidiaries is subject, and
      all
      other matters known to it, that, individually or in the aggregate, could
      reasonably be expected to result in a Material Adverse Effect.  None
      of the reports, financial statements, certificates or other information
      furnished by or on behalf of the Borrower to the Lenders in connection with
      the
      negotiation of the Existing Credit Agreement, this Agreement and the other
      Loan
      Documents or delivered hereunder or thereunder (as modified or supplemented
      by
      other information so furnished) contains any material misstatement of fact
      or
      omits to state any material fact necessary to make the statements therein,
      in
      the light of the circumstances under which they were made, not misleading,
provided that, with
      respect to projected financial information, the Borrower represents only that
      such information was prepared in good faith based upon assumptions believed
      to
      be reasonable at the time.

     

    


    
      
        
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    SECTION
      3.010.  Investment
      Company Act; Margin
      Regulations.

     

    (a)  Status
      as Business Development
      Company.  The Borrower is a company that has elected to be
      regulated as a “business development company” within the meaning of the
      Investment Company Act and qualifies as a RIC.

     

    (b)  Compliance
      with Investment
      Company Act.  The business and other activities of the Borrower
      and its Subsidiaries, including the making of the Loans hereunder, the
      application of the proceeds and repayment thereof by the Borrower and the
      consummation of the Transactions contemplated by the Loan Documents do not
      result in a violation or breach in any material respect of the applicable
      provisions of the Investment Company Act or any rules, regulations or orders
      issued by the SEC thereunder.

     

    (c)  Investment
      Policies.  The Borrower is in compliance with its Investment
      Policies, except to the extent that the failure to so comply could not
      reasonably be expected to be material and adverse to the
      Lenders.

     

    (d)  Use
      of
      Credit.  Neither the Borrower nor any of its Subsidiaries is
      engaged principally, or as one of its important activities, in the business
      of
      extending credit for the purpose, whether immediate, incidental or ultimate,
      of
      buying or carrying Margin Stock, and no part of the proceeds of any extension
      of
      credit hereunder will be used to buy or carry any Margin
      Stock.

     

    SECTION
      3.11.  Material
      Agreements and
      Liens.

     

    (a)  Material
      Agreements.  As of the Effective Date, Part A of Schedule II is
      a complete and correct list of each outstanding credit agreement, loan
      agreement, indenture, purchase agreement, guarantee, letter of credit or other
      arrangement providing for or otherwise relating to any Indebtedness or any
      extension of credit (or commitment for any extension of credit) to, or guarantee
      by, the Borrower or any of its Subsidiaries, and the aggregate principal or
      face
      amount outstanding or that is, or may become, outstanding under each such
      arrangement is correctly described in Part A of Schedule II.

     

    (b)  Liens.  As
      of
      the Effective Date, Part B of Schedule II is a complete and correct list of
      each
      Lien (other than Permitted Liens) securing outstanding Indebtedness of any
      Person covering any property of the Borrower or any of its Subsidiaries, and
      the
      aggregate Indebtedness secured (or that may be secured) by each such Lien and
      the property covered by each such Lien is correctly described in Part B of
      Schedule II.

     

    SECTION
      3.11.  Subsidiaries
      and
      Investments.

     

    (a)  Subsidiaries.  As
      of the Restatement Effective Date, the Borrower has no
      Subsidiaries.

     

    


    
      
        
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    (b)  Investments.  As
      of the Effective Date, set forth in Schedule IV is a complete and correct list
      of all Investments (other than Investments of the types referred to in clauses
      (b), (c) and (d) of Section 6.04) held by the Borrower or any of its
      Subsidiaries in any Person and, for each such Investment, (x) the identity
      of
      the Person or Persons holding such Investment and (y) the nature of such
      Investment.  Except as disclosed in Schedule IV, as of the Effective
      Date each of the Borrower and its Subsidiaries owns, free and clear of all
      Liens
      (other than Liens created pursuant to the Security Documents), all such
      Investments.

     

    SECTION
      3.13.  Properties.

     

    (a)  Title
      Generally.  Each of the Borrower and its Subsidiaries has good
      title to, or valid leasehold interests in, all its real and personal property
      material to its business, except for minor defects in title that do not
      interfere with its ability to conduct its business as currently conducted or
      to
      utilize such properties for their intended purposes.

     

    (b)  Intellectual
      Property.  Each of the Borrower and its Subsidiaries owns, or
      is licensed to use, all trademarks, tradenames, copyrights, patents and other
      intellectual property material to its business, and the use thereof by the
      Borrower and its Subsidiaries does not infringe upon the rights of any other
      Person, except for any such infringements that, individually or in the
      aggregate, could not reasonably be expected to result in a Material Adverse
      Effect.

     

    SECTION
      3.14.  Affiliate
      Agreements.  As of the Restatement Effective Date, the
      Borrower has heretofore delivered to each of the Lenders true and complete
      copies of each of the Affiliate Agreements (including and schedules and exhibits
      thereto, and any amendments, supplements or waivers executed and delivered
      thereunder).  As of the Restatement Effective Date, each of the
      Affiliate Agreements is in full force and effect.

     

     

    ARTICLE
      IV

     

    CONDITIONS

     

    SECTION
      4.01.  Restatement
      Effective
      Date.  The effectiveness of this Agreement and of the
      obligations of the Lenders to make Loans and of the Issuing Bank to issue
      Letters of Credit hereunder shall not become effective until the date on which
      the Administrative Agent shall have received each of the following documents,
      each of which shall be satisfactory to the Administrative Agent (and to the
      extent specified below, to each Lender) in form and substance (or such condition
      shall have been waived in accordance with Section 9.02):

     

    (a)  Executed
      Counterparts.  From each party hereto either (i) a counterpart
      of this Agreement signed on behalf of such party or (ii) written evidence
      satisfactory to the Administrative Agent (which may include
      telecopy

     

    


    
      
        
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                 transmission
      of a signed signature page to this Agreement) that such party has signed a
      counterpart of this Agreement.

     

    (b)  Opinion
      of Counsel to the
      Borrower.  A favorable written opinion (addressed to the
      Administrative Agent and the Lenders and dated the Restatement Effective Date)
      of Skadden, Arps, Slate, Meagher & Flom LLP, New York counsel for the
      Borrower in form and substance reasonably acceptable to the Administrative
      Agent
      (and the Borrower hereby instructs such counsel to deliver such opinion to
      the
      Lenders and the Administrative Agent).

     

    (c)  Corporate
      Documents.  Such documents and certificates as the
      Administrative Agent or its counsel may reasonably request relating to the
      organization, existence and good standing of the Borrower, the authorization
      of
      the Transactions and any other legal matters relating to the Borrower, this
      Agreement or the Transactions, all in form and substance satisfactory to the
      Administrative Agent and its counsel.

     

    (d)  Officer’s
      Certificate.  A certificate, dated the Restatement Effective
      Date and signed by the President, a Vice President or a Financial Officer of
      the
      Borrower, confirming compliance with the conditions set forth in the lettered
      clauses of the first sentence of Section 4.02.

     

    (e)  Liens.  Results
      of a recent lien search in each relevant jurisdiction with respect to the
      Borrower, confirming the priority of the Liens in favor of the Collateral Agent
      created pursuant to the Security Documents and revealing no liens on any of
      the
      assets of the Borrower or its Subsidiaries except for liens permitted under
      Section 6.02.

     

    (f)  Collateral
      and Guarantee
      Requirement.  The Collateral and Guarantee Requirement shall
      have been satisfied on the Restatement Effective Date.

     

    (g)  Reaffirmation
      Agreement.  From each party to the Reaffirmation Agreement a
      counterpart of the Reaffirmation Agreement signed on behalf of such
      party.

     

    (h)  Other
      Documents.  Such other documents as the Administrative Agent or
      any Lender or special New York counsel to Citibank may reasonably
      request.

     

    The
      effectiveness of this Agreement and of the obligation of each Lender to make
      its
      initial extension of credit hereunder is also subject to the payment by the
      Borrower of such fees as the Borrower shall have agreed to pay to any Lender
      or
      the Administrative Agent in connection herewith, including the reasonable fees
      and expenses of Cravath, Swaine & Moore LLP, special New York counsel to
      Citibank, in connection with the negotiation, preparation, execution and
      delivery of this Agreement, the Loan Documents, the Reaffirmation Agreement
      and
      the extensions of credit hereunder (to the extent that statements for such
      fees
      and expenses have been delivered to the Borrower).

     

    


    
      
        
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    Notwithstanding
      the foregoing, the obligations of the Lenders to make Loans and of the Issuing
      Bank to issue Letters of Credit hereunder shall not become effective unless,
      in
      addition to the satisfaction of the conditions set forth above in this Section,
      this Agreement shall have been entered into on or prior to 3:00 p.m. (or such
      later time as the Administrative Agent may, in its sole discretion, agree),
      New
      York City time, on December 31, 2007.  The Administrative Agent shall
      notify the Borrower and the Lenders of the Restatement Effective Date, and
      such
      notice shall be conclusive and binding.

     

    SECTION
      4.02.  Each
      Credit
      Event.  The obligation of each Lender to make any Loan,
      and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit,
      is additionally subject to the satisfaction of the following
      conditions:

     

    (a) the
      representations and warranties of the Borrower set forth in this Agreement
      and
      in the other Loan Documents shall be true and correct in all material respects
      (except to the extent any such representation or warranty is itself qualified
      by
      materiality or reference to a Material Adverse Effect, in which case it shall
      be
      true and correct in all respects) on and as of the date of such Loan or the
      date
      of issuance, amendment, renewal or extension of such Letter of Credit, as
      applicable, or, as to any such representation or warranty that refers to a
      specific date, as of such specific date;

     

    (b) at
      the time of and immediately after giving effect to such Loan or the issuance,
      amendment, renewal or extension of such Letter of Credit, as applicable, no
      Default shall have occurred and be continuing; and

     

    (c) either
      (i) the aggregate Covered Debt Amount (after giving effect to such extension
      of
      credit) shall not exceed the Borrowing Base reflected on the Borrowing Base
      Certificate most recently delivered to the Administrative Agent or (ii) the
      Borrower shall have delivered an updated Borrowing Base Certificate
      demonstrating that the Covered Debt Amount (after giving effect to such
      extension of credit) shall not exceed the Borrowing Base after giving effect
      to
      such extension of credit as well as any concurrent acquisitions of Portfolio
      Investments or payment of outstanding Loans or Other Covered
      Indebtedness.

     

    Each
      Borrowing and each issuance, amendment, renewal or extension of a Letter of
      Credit shall be deemed to constitute a representation and warranty by the
      Borrower on the date thereof as to the matters specified in the preceding
      sentence.

     

     

    ARTICLE
      V

     

    AFFIRMATIVE
      COVENANTS

     

    Until
      the Commitments have expired or been terminated and the principal of and
      interest on each Loan and all fees payable hereunder shall have been paid in
      full

     

    


    
      
        
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    and
      all Letters of Credit shall have expired or terminated and all LC Disbursements
      shall have been reimbursed, the Borrower covenants and agrees with the Lenders
      that:

     

    SECTION
      5.01.  Financial
      Statements and Other
      Information.  The Borrower will furnish to the
      Administrative Agent and each Lender:

     

    (a) 
      within
      90 days after the end of each fiscal year of the Borrower, the audited
      consolidated statement of assets and liabilities and related statements of
      operations, changes in net assets and cash flows of the Borrower and its
      Subsidiaries as of the end of and for such year, setting forth in each case
      in
      comparative form the figures for the previous fiscal year, all reported on
      by
      Deloitte & Touche LLP or other independent public accountants of recognized
      national standing to the effect that such consolidated financial statements
      present fairly in all material respects the financial condition and results
      of
      operations of the Borrower and its Subsidiaries on a consolidated basis in
      accordance with GAAP consistently applied, provided that the
      requirements set forth in this clause (a) may be fulfilled by providing to
      the
      Administrative Agent and the Lenders the report of the Borrower to the SEC
      on
      Form 10-K for the applicable fiscal year;

     

    (b) 
      within
      45 days after the end of each of the first three fiscal quarters of each fiscal
      year of the Borrower, the consolidated statement of assets and liabilities
      and
      related statements of operations, changes in net assets and cash flows of the
      Borrower and its Subsidiaries as of the end of and for such fiscal quarter
      and
      the then elapsed portion of the fiscal year, setting forth in each case in
      comparative form the figures for (or, in the case of the statement of assets
      and
      liabilities, as of the end of) the corresponding period or periods of the
      previous fiscal year, all certified by a Financial Officer of the Borrower
      as
      presenting fairly in all material respects the financial condition and results
      of operations of the Borrower and its Subsidiaries on a consolidated basis
      in
      accordance with GAAP consistently applied, subject to normal year-end audit
      adjustments and the absence of footnotes, provided that the
      requirements set forth in this clause (b) may be fulfilled by providing to
      the
      Lenders the report of the Borrower to the SEC on Form 10-Q for the applicable
      quarterly period;

     

    (c) 
      concurrently
      with any delivery of financial statements under clause (a) or (b) of this
      Section, a certificate of a Financial Officer of the Borrower (i) certifying
      as
      to whether the Borrower has knowledge that a Default has occurred and, if a
      Default has occurred, specifying the details thereof and any action taken or
      proposed to be taken with respect thereto, (ii) setting forth reasonably
      detailed calculations demonstrating compliance with Sections 6.01, 6.02, 6.04,
      6.05 and 6.07 and (iii) stating whether any material change in GAAP as applied
      by (or in the application of GAAP by) the Borrower has occurred since the date
      of the most recent audited financial statements delivered pursuant to Section
      5.01(a) and, if any such change has occurred, specifying the effect of such
      change on the financial statements accompanying such
      certificate;

     

    


    
      
        
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    (d) 
      as
      soon as available and in any event not later than the last Business Day of
      the
      calendar month following each monthly accounting period (ending on the last
      day
      of each calendar month) of the Borrower and its Subsidiaries, a Borrowing Base
      Certificate as at the last day of such accounting period;

     

    (e) 
      promptly
      but no later than five Business Days after the Borrower shall at any time have
      knowledge that there is a Borrowing Base Deficiency, a Borrowing Base
      Certificate as at the date the Borrower has knowledge of such Borrowing Base
      Deficiency indicating the amount of the Borrowing Base Deficiency as at the
      date
      the Borrower obtained knowledge of such deficiency and the amount of the
      Borrowing Base Deficiency as of the date not earlier than one Business Day
      prior
      to the date the Borrowing Base Certificate is delivered pursuant to this
      paragraph;

     

    (f) 
      promptly
      upon receipt thereof, copies of all significant reports submitted by the
      Borrower’s independent public accountants in connection with each annual,
      interim or special audit or review of any type of the financial statements
      or
      related internal control systems of the Borrower or any of its Subsidiaries
      delivered by such accountants to the management or Board of Directors of the
      Borrower;

     

    (g) 
      promptly
      after the same become publicly available, copies of all periodic and other
      reports, proxy statements and other materials filed by the Borrower or any
      of
      its Subsidiaries with the SEC, or any Governmental Authority succeeding to
      any
      or all of the functions of said Commission, or with any national securities
      exchange, as the case may be;

     

    (h) 
      promptly
      following any request therefor, on and after the effectiveness of the Pension
      Act, copies of (i) any documents described in Section 502(k) of the Code that
      the Borrower or any of its ERISA Affiliates may request with respect to any
      Multiemployer Plan and (ii) any notices described in Section 502(l) of the
      Code
      that the Borrower or any of its ERISA Affiliates may request with respect to
      any
      Plan or Multiemployer Plan, provided that if the
      Borrower or its ERISA Affiliates have not requested such documents or notices
      from the administrator or sponsor of the applicable Plan or Multiemployer Plan,
      Borrower or its ERISA Affiliates shall promptly make a request for such
      documents or notices from the such administrator or sponsor and shall provide
      copies of such documents and notices promptly after receipt thereof;
      and

     

    (i) 
      promptly
      following any request therefor, such other information regarding the operations,
      business affairs and financial condition of the Borrower or any of its
      Subsidiaries, or compliance with the terms of this Agreement and the other
      Loan
      Documents, as the Administrative Agent or any Lender may reasonably
      request.

     

    


    
      
        
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    SECTION
      5.02. Notices
      of Material
      Events.  The Borrower will furnish to the Administrative
      Agent and each Lender prompt written notice of the
      following:

     

    (a) the
      occurrence of any Default;

     

    (b) the
      filing or commencement of any action, suit or proceeding by or before any
      arbitrator or Governmental Authority against or affecting the Borrower or any
      of
      its Affiliates that, if adversely determined, could reasonably be expected
      to
      result in a Material Adverse Effect;

     

    (c) the
      occurrence of any ERISA Event that, alone or together with any other ERISA
      Events that have occurred, could reasonably be expected to result in liability
      of the Borrower and its Subsidiaries in an aggregate amount exceeding
      $5,000,000; and

     

    (d) any
      other development that results in, or could reasonably be expected to result
      in,
      a Material Adverse Effect.

     

    Each
      notice delivered under this Section shall be accompanied by a statement of
      a
      Financial Officer or other executive officer of the Borrower setting forth
      the
      details of the event or development requiring such notice and any action taken
      or proposed to be taken with respect thereto.

     

    SECTION
      5.03.  Existence;
      Conduct of
      Business.  The Borrower will, and will cause each of its
      Subsidiaries to, do or cause to be done all things necessary to preserve, renew
      and keep in full force and effect its legal existence and the rights, licenses,
      permits, privileges and franchises material to the conduct of its business,
      provided that the
      foregoing shall not prohibit any merger, consolidation, liquidation or
      dissolution permitted under Section 6.03.

     

    SECTION
      5.04.  Payment
      of
      Obligations.  The Borrower will, and will cause each of
      its Subsidiaries to, pay its obligations, including tax liabilities and material
      contractual obligations, that, if not paid, could reasonably be expected to
      result in a Material Adverse Effect before the same shall become delinquent
      or
      in default, except where (a) the validity or amount thereof is being contested
      in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary
      has set aside on its books adequate reserves with respect thereto in accordance
      with GAAP and (c) the failure to make payment pending such contest could not
      reasonably be expected to result in a Material Adverse
      Effect.

     

    SECTION
      5.05.  Maintenance
      of Properties;
      Insurance.  The Borrower will, and will cause each of
      its Subsidiaries to, (a) keep and maintain all property material to the conduct
      of its business in good working order and condition, ordinary wear and tear
      excepted, and (b) maintain, with financially sound and reputable insurance
      companies, insurance in such amounts and against such risks as are customarily
      maintained by companies engaged in the same or similar businesses operating
      in
      the same or similar locations.

     

    


    
      
        
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    SECTION
      5.06. Books
      and Records; Inspection and Audit
      Rights.

     

    (a)  Books
      and Records; Inspection
      Rights.  The Borrower will, and will cause each of its
      Subsidiaries to, keep, or cause to be kept, books of record and account in
      accordance with GAAP.  The Borrower will, and will cause each of its
      Subsidiaries to, permit any representatives designated by the Administrative
      Agent or any Lender, upon reasonable prior notice, to visit and inspect its
      properties, to examine and make extracts from its books and records, and to
      discuss its affairs, finances and condition with its officers and independent
      accountants, all at such reasonable times and as often as reasonably requested,
      provided that the
      Borrower or such Subsidiary shall be entitled to have its representatives and
      advisors present during any inspection of its books and
      records.

     

    (b)  Audit
      Rights.  The
      Borrower will, and will cause each of its Subsidiaries to, permit any
      representatives designated by Administrative Agent (including any consultants,
      accountants, lawyers and appraisers retained by the Administrative Agent) to
      conduct evaluations and appraisals of the Borrower’s computation of the
      Borrowing Base and the assets included in the Borrowing Base, all at such
      reasonable times and as often as reasonably requested.  The Borrower
      shall pay the reasonable fees and expenses of any representatives retained
      by
      the Administrative Agent to conduct any such evaluation or appraisal, provided that the Borrower
      shall not be required to pay such fees and expenses for more than one such
      evaluation or appraisal during any calendar year unless an Event of Default
      has
      occurred and is continuing at the time of any subsequent evaluation or appraisal
      during such calendar year.  The Borrower also agrees to modify or
      adjust the computation of the Borrowing Base to the extent required by the
      Administrative Agent or the Required Lenders as a result of any such evaluation
      or appraisal, provided that if the
      Borrower demonstrates that such evaluation or appraisal is incorrect, the
      Borrower shall be permitted to re-adjust its computation of the Borrowing
      Base.

     

    SECTION
      5.07.  Compliance
      with
      Laws.  The Borrower will, and will cause each of its
      Subsidiaries to, comply with all laws, rules, regulations, including the
      applicable provisions of the Investment Company Act and all Environmental Laws,
      and orders of any Governmental Authority applicable to it or its property,
      except where the failure to do so, individually or in the aggregate, could
      not
      reasonably be expected to result in a Material Adverse
      Effect.  Without limiting the generality of the foregoing, the
      Borrower will, and will cause its Subsidiaries to, conduct its business and
      other activities in compliance in all material respects with the applicable
      provisions of the Investment Company Act (including, without limiting the
      foregoing, Section 18(a)(1)(A) and any applicable “asset coverage” maintenance
      requirement) and any applicable rules, regulations or orders issued by the
      SEC
      thereunder.

     

    SECTION
      5.08.  Certain
      Obligations Respecting Subsidiaries;
      Further Assurances.

     

    (a)  New
      Subsidiaries.  In the event that the Borrower or any of its
      Subsidiaries shall form or acquire any new Subsidiary the Borrower will cause
      the

     

    


    
      
        
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    Collateral
      and Guarantee Requirement with respect to any Equity Interest in or Indebtedness
      of such Subsidiary owned by or on behalf of any Obligor to be satisfied with
      respect to such Subsidiary.  If such new Subsidiary (other than a
      Financing Subsidiary) is or shall become an Obligor, the Borrower will cause
      the
      entire Collateral and Guarantee Requirement to be satisfied by and with respect
      to such Subsidiary.

     

    (b)  Further
      Assurances.  (ii) The Borrower will, and will cause each
      of the Subsidiary Guarantors to, take such action from time to time as shall
      reasonably be requested by the Administrative Agent to effectuate the purposes
      and objectives of this Agreement.  Without limiting the generality of
      the foregoing, the Borrower will, and will cause each of the Subsidiary
      Guarantors to, take such action from time to time as may be required under
      any
      applicable law, or that the Administrative Agent or the Required Lenders may
      reasonably request, to cause the Collateral and Guarantee Requirement to be
      and
      remain satisfied, all at the expense of the Obligors.  The Borrower
      also agrees to provide to the Administrative Agent, from time to time upon
      request, evidence reasonably satisfactory to the Administrative Agent as to
      the
      perfection and priority of the Liens created or intended to be created by the
      Security Documents.

     

    (i) The
      Borrower shall provide the Administrative Agent with a copy of any amendment,
      supplement or modification to the Portfolio Pricing Practices as soon as
      practicable after its adoption and accompanied by a copy of a resolution (if
      any) of the Board of Directors of the Borrower that such amendment, supplement
      or modification has been approved by the Borrower.

     

    SECTION
      5.09.  Use
      of Proceeds.  The
      Borrower will use the proceeds of the Loans only for general corporate purposes
      of the Borrower in the ordinary course of business, including the acquisition
      and funding (either directly or through one or more wholly-owned Subsidiaries)
      of secured and unsecured leveraged loans, mezzanine loans, high-yield
      securities, convertible securities, preferred stock, common stock and other
      Portfolio Investments and as otherwise specified in this Agreement, provided that neither
      the
      Administrative Agent nor any Lender shall have any responsibility as to the
      use
      of any of such proceeds.  No part of the proceeds of any Loan will be
      used in violation of applicable law or, directly or indirectly, for the purpose,
      whether immediate, incidental or ultimate, of buying or carrying any Margin
      Stock.  Margin Stock shall be purchased by the Obligors only with the
      proceeds of Indebtedness not directly or indirectly secured by Margin Stock,
      or
      with the proceeds of equity capital of the Borrower.

     

    SECTION
      5.10.  Status
      of RIC and
      BDC.  The Borrower shall at all times maintain its
      status as a RIC under the Code, and as a “business development company” under
      the Investment Company Act.

     

    SECTION
      5.11.  Investment
      Policies.  The Borrower shall at all times be in
      compliance with its Investment Policies, except to the extent that the failure
      to so comply could not reasonably be expected to result in a Material Adverse
      Effect.

     

    


    
      
        
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    SECTION
      5.12.  Portfolio
      Valuation and Diversification,
      Etc.

     

    (a)  Industry
      Classification
      Groups.  For purposes of this Agreement, the Borrower
      shall in its reasonable determination assign each Portfolio Investment to an
      Industry Classification Group.  To the extent that any Portfolio
      Investment is not correlated with the risks of other Portfolio Investments
      in an
      Industry Classification Group established by Moody’s, such Portfolio Investment
      may be assigned by the Borrower to the Industry Classification Group that is
      most closely correlated to such Portfolio Investment.  In the absence
      of any correlation, the Borrower shall be permitted, upon notice to the
      Administrative Agent and each Lender to create up to three additional industry
      classification groups for purposes of this Agreement.

     

    (b)  Portfolio
      Valuation,
      Etc.

     

    (i)  Settlement
      Date
      Basis.  Solely for purposes of determining the Borrowing
      Base, all determinations of whether an investment is to be included as a
      Portfolio Investment shall be determined on a settlement-date basis (meaning
      that any investment that has been purchased will not be treated as a Portfolio
      Investment until such purchase has settled, and any Portfolio Investment which
      has been sold will not be excluded as a Portfolio Investment until such sale
      has
      settled), provided
      that to the extent that any investment has not been paid for in full, only
      the
      portion thereof that has been paid for in full and with respect to which the
      Borrower has ownership rights in the investment and the power to transfer rights
      in the investment shall be included as a Portfolio Investment.  For
      the avoidance of doubt, this paragraph (b)(i) is not intended to require the
      Borrower to reflect investment transactions on a settlement-date basis in any
      financial statements or books of record or other documents required to be
      prepared in accordance with GAAP if doing so would cause such financial
      statements, books of record or other documents to fail to be in accordance
      with
      GAAP.

     

    (ii)  Determination
      of
      Values.  The Borrower shall determine the values of its
      Portfolio Investments in accordance with its Portfolio Pricing
      Practices.  Solely for purposes of determining the Borrowing Base, the
      Value of any Portfolio Investment of the Borrower and its Subsidiaries shall
      be
      increased by the net unrealized gain as at the date such Value is determined
      of
      any Hedging Agreement entered into to hedge risks associated with such Portfolio
      Investment and reduced by the net unrealized loss as at such date of any such
      Hedging Agreement (such net unrealized gain or net unrealized loss, on any
      date,
      to be equal to the aggregate amount receivable or payable under the related
      Hedging Agreement if the same were terminated on such date).

     

    (A)  Unquoted
      Investments—External
      Review.  With respect to each Portfolio Investment for
      which market quotation(s) are not readily available, the Borrower shall request
      an Approved Third-Party Appraiser to assist the Board of Directors of the
      Borrower in determining the fair

     

    


    
      
        
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      market value of such Portfolio Investment, as at the last day of each fiscal
      quarter, provided
      that

     

    (x)           
      the Value of any such Portfolio Investment (i.e., a Portfolio
      Investment for which market quotations are not readily available) acquired
      during a fiscal quarter shall be deemed to be no more than the cost of such
      Portfolio Investment until such time as the fair market value of such Portfolio
      Investment is determined in accordance with the foregoing provisions of this
      sub-clause (A) as at the last day of such fiscal quarter or, as applicable,
      fiscal year;

     

    (y)           
      notwithstanding the foregoing, the Board of Directors of the Borrower may
      determine the fair market value of any such Portfolio Investment (i.e., a Portfolio
      Investment for which market quotation(s) are not readily available) in
      accordance with the Portfolio Pricing Practices (and without the assistance
      of
      an Approved Third-Party Appraiser), provided that for purposes
      of calculating the Borrowing Base:

     

    (i)
      the combined aggregate Value of all First-Tier Non-Appraised Portfolio
      Investments and Second-Tier Non-Appraised Portfolio Investments shall not at
      any
      time exceed 10% of the Borrowing Base, and the Borrowing Base shall be reduced
      to the extent such combined aggregate Value would otherwise exceed 10% of the
      Borrowing Base;

     

    (ii)
      the aggregate Value of all Second-Tier Non-Appraised Portfolio Investments
      shall
      not at any time exceed 5% of the Borrowing Base, and the Borrowing Base shall
      be
      reduced to the extent such aggregate Value would otherwise exceed 5% of the
      Borrowing Base; and

     

    (iii)
      the Value of any Disqualified Non-Appraised Portfolio Investment shall be deemed
      to be zero.

     

    (B)  Internal
      Review.  The
      Borrower shall conduct internal reviews of all Portfolio Investments at least
      once each calendar week which shall take into account any events of which the
      Borrower has knowledge that adversely affect the value of the Portfolio
      Investments.  If the value of any Portfolio Investment as most
      recently determined by the Borrower pursuant to this Section 5.12(b)(ii)(B)
      is
      lower than the value of such Portfolio Investment as most recently determined
      pursuant to Section 5.12(b)(ii)(A), such lower value shall be deemed to be
      the
“Value” of such Portfolio Investment for purposes hereof;

     

    


    
      
        
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    (C)  Failure
      to Determine
      Values.  If the Borrower shall fail to determine the
      value of any Portfolio Investment for which market quotation(s) are not readily
      available as at any date pursuant to the requirements of the foregoing
      sub-clauses (A) or (B), then the “Value” of such Portfolio Investment as at such
      date shall be deemed to be zero.

     

    For
      purposes of the foregoing, the following terms have the following
      meanings:

     

    “Non-Appraised
      Portfolio
      Investment” means, with respect to any fiscal quarter, any Portfolio
      Investment for which market quotation(s) are not readily available and for
      which
      the fair market value thereof was determined by the Board of Directors as at
      the
      last day of such fiscal quarter without the assistance of an Approved
      Third-Party Appraiser.

     

    “First-Tier
      Non-Appraised
      Portfolio Investment” means any Non-Appraised Portfolio Investment from
      and after the end of the first full fiscal quarter following the later of (i)
      the end of the most recent fiscal quarter as of which the fair market value
      of
      such investment was determined with the assistance of an Approved Third Party
      Appraiser and (ii) the end of the fiscal quarter in which such investment was
      first included as a Portfolio Investment, other than a Second-Tier Non-Appraised
      Portfolio Investment or a Disqualified Non-Appraised Portfolio
      Investment.

     

    “Second-Tier
      Non-Appraised
      Portfolio Investment” means any Non-Appraised Portfolio Investment from
      and after the end of the second full fiscal quarter following the later of
      (i)
      the end of the most recent fiscal quarter as of which the fair market value
      of
      such investment was determined with the assistance of an Approved Third Party
      Appraiser and (ii) the end of the fiscal quarter in which such investment was
      first included as a Portfolio Investment.

     

    “Disqualified
      Non-Appraised
      Portfolio Investment” means any Non-Appraised Portfolio Investment from
      and after the end of the fourth full fiscal quarter following the later of
      (i)
      the end of the most recent fiscal quarter as of which the fair market value
      of
      such investment was determined with the assistance of an Approved Third Party
      Appraiser and (ii) the end of the fiscal quarter in which such investment was
      first included as a Portfolio Investment.

     

    The
      determination of whether any Portfolio Investment is a Non-Appraised Portfolio
      Investment, First-Tier Non-Appraised Portfolio Investment, Second-Tier
      Non-Appraised Portfolio Investment or Disqualified Non-Appraised Portfolio
      Investment as at the last day of any fiscal quarter shall be effective as at
      such last day and continue in effect to but excluding the last day of the next
      fiscal quarter.  Such determination need not be made until on or prior
      to the date upon which the financial statements for such fiscal quarter are
      delivered or required to be delivered, whichever is earlier, pursuant to Section
      5.01(a) or (b), as applicable.

     

    Notwithstanding
      the foregoing, determinations as to whether a Non-Appraised Portfolio Investment
      held as of the date hereof is a First-Tier Non-Appraised Portfolio
      Investment,

     

    


    
      
        
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    a
      Second-Tier Non-Appraised Portfolio Investment or a Disqualified Non-Appraised
      Portfolio Investment, shall, with respect to clause (ii) of each such
      definition, be calculated with respect to the fiscal quarter in which such
      investment was first acquired by the Borrower.

     

    (c)  Diversification
      Requirements.  The Borrower will, and will cause its
      Subsidiaries (other than Financing Subsidiaries that are exempt from the
      provisions of the Code applicable to RIC’s), subject to applicable grace periods
      set forth in the Code, to comply with the portfolio diversification and similar
      requirements set forth in the Code applicable to RIC’s.

     

    SECTION
      5.13.  Calculation
      of Borrowing
      Base.  For purposes of this Agreement, the “Borrowing
      Base” shall be
      determined, as at any date of determination, as the sum of the Advance Rates
      of
      the Value of each Portfolio Investment (excluding any cash held by the
      Administrative Agent pursuant to Section 2.05(k) or Section 2.10(g)), provided
      that:

     

    (a) 
      the
      Advance Rate applicable to that portion of the aggregate Value of the Portfolio
      Investments of all issuers in a consolidated group of corporations or other
      entities, in accordance with GAAP, that exceeds 10% of Shareholders’ Equity of
      the Borrower (which, for purposes of this calculation shall exclude the
      aggregate amount of investments in, and advances to, Financing Subsidiaries)
      shall be 50% of the Advance Rate otherwise applicable;

     

    (b) 
      the
      Advance Rate applicable to that portion of the aggregate Value of the Portfolio
      Investments of all issuers in a consolidated group of corporations or other
      entities, exceeding 20% of Shareholders’ Equity of the Borrower (which, for
      purposes of this calculation shall exclude the aggregate amount of investments
      in, and advances to, Financing Subsidiaries) shall be 0%;

     

    (c) 
      the
      portion of the Borrowing Base attributable to common equity, warrants and
      Non-Performing Portfolio Investments shall not exceed 30% of the Covered Debt
      Amount and the Borrowing Base shall be reduced to the extent such portion would
      otherwise exceed 30% of the Covered Debt Amount;

     

    (d) 
      the
      Advance Rate applicable to that portion of the aggregate Value of the Portfolio
      Investments in any single Industry Classification Group that exceeds 20% of
      Shareholders’ Equity of the Borrower (which for purposes of this calculation
      shall exclude the aggregate amount of investments in, and advances to, Financing
      Subsidiaries) shall be 0%, provided that, with
      respect to the Portfolio Investments in a single Industry Classification Group
      from time to time designated by the Borrower to the Administrative Agent, such
      20% figure shall be increased to 30% and, accordingly, only to the extent that
      the Value for such single Industry Classification Group exceeds 30% of the
      Shareholders’ Equity shall the Advance Rate applicable to such excess Value be
      0%;

     

    


    
      
        
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    (e) 
      no
      Portfolio Investment may be included in the Borrowing Base until such time
      as
      such Portfolio Investment has been Delivered (as defined in the Guarantee and
      Security Agreement) to the Collateral Agent, and then only for so long as such
      Portfolio Investment continues to be Delivered as contemplated therein;
      and

     

    (f) 
      to
      the extent that more than one Advance Rate is applicable to any particular
      Portfolio Investment, the Borrower may apply the highest of such Advance Rates
      to the Value of such Portfolio Investment for purposes of determining the
      Borrowing Base.

     

    As
      used herein, the following terms have the following
      meanings:

     

    “Advance
      Rate” means,
      as to any Portfolio Investment and subject to adjustment as provided in Section
      5.13(a) and (c), the following percentages with respect to such Portfolio
      Investment:

     

    
      	
              Portfolio
                Investment

               

            	
              Quoted

               

            	
              Unquoted

               

            
	
                  
                Cash, Cash Equivalents and

                  
                Short-Term U.S. Government Securities

            	
              100%

            	
              n.a.

            
	
                  
                Long-Term U.S. Government Securities

            	
              95%

            	
              n.a.

            
	
                  
                Other Short-Term Securities

            	
              92%

            	
              n.a.

            
	
                  
                Performing First Lien Bank Loans

            	
              90%

            	
              80% 
                

            
	
                  
                Performing Second Lien Bank Loans

            	
              80%

            	
              70%

            
	
                  
                Performing Unsecured Bank Loans

            	
              75%

            	
              65%

            
	
                  
                Performing Cash Pay High Yield Securities

            	
              70%

            	
              60%

            
	
                  
                Performing Cash Pay Mezzanine Investments

            	
              65%

            	
              55%

            
	
                  
                Performing Non-Cash Pay High Yield Securities

            	
              60%

            	
              50%

            
	
                  
                Performing Non-Cash Pay Mezzanine Investments

            	
              55%

            	
              45%

            
	
                  
                Non-Performing First Lien Bank Loans

            	
              65%

            	
              55%

            
	
                  
                Non-Performing Second Lien Bank Loans

            	
              55%

            	
              45%

            
	
                  
                Non-Performing Unsecured Bank Loans

            	
              50%

            	
              40%

            
	
                  
                Non-Performing High Yield Securities

            	
              50%

            	
              40%

            
	
                  
                Non-Performing Mezzanine Investments

            	
              50%

            	
              40%

            
	
                  
                Performing Common Equity

            	
              50%

            	
              40%

            
	
                  
                Non-Performing Common Equity

            	
              25%

            	
              0%

            


    

     

    “Bank
      Loans” means
      debt obligations (including, without limitation, term loans, revolving loans,
      debtor-in-possession financings, the funded and unfunded portion of revolving
      credit lines and letter of credit facilities and other similar loans and
      investments including interim loans and senior subordinated loans) which are
      generally under a syndicated loan or credit facility.

     

    “Capital
      Stock” of any
      Person means any and all shares of corporate stock (however designated) of,
      and
      any and all other equity interests and participations representing ownership
      interests (including membership interests and limited liability company
      interests) in, such Person.

     

    


    
      
        
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    “Cash”
has
      the meaning
      assigned to such term in Section 1.01.

     

    “Cash
      Equivalents” has
      the meaning assigned to such term in Section 1.01.

     

    “First
      Lien Bank Loan”
means a Bank Loan that is entitled to the benefit of a first lien and
      first
      priority perfected security interest on a substantial portion of the assets
      of
      the respective borrower and guarantors obligated in respect
      thereof.

     

    “High
      Yield
      Securities” means debt Securities and Preferred Stock, in each case (a)
      issued by public or private issuers, (b) issued pursuant to an effective
      registration statement or pursuant to Rule 144A under the Securities Act (or
      any
      successor provision thereunder) and (c) that are not Cash Equivalents, Mezzanine
      Investments or Bank Loans.

     

    “Long-Term
      U.S. Government
      Securities” means U.S. Government Securities maturing more than one year
      from the applicable date of determination.

     

    “Mezzanine
      Investments” means debt Securities (including convertible debt Securities
      (other than the “in-the-money” equity component thereof)) and Preferred Stock in
      each case (a) issued by public or private issuers, (b) issued without
      registration under the Securities Act, (c) not issued pursuant to Rule 144A
      under the Securities Act (or any successor provision thereunder), (d) that
      are
      not Cash Equivalents and (e) contractually subordinated in right of payment
      to
      other debt of the same issuer.

     

    “Non-Performing
      Common
      Equity” means Capital Stock (other than Preferred Stock) and warrants of
      an issuer having any debt outstanding that is
      non-Performing.

     

    “Non-Performing
      First Lien
      Bank Loans” means First Lien Bank Loans other than Performing First Lien
      Bank Loans.

     

    “Non-Performing
      High Yield
      Securities” means High Yield Securities other than Performing High Yield
      Securities.

     

    “Non-Performing
      Mezzanine
      Investments” means Mezzanine Investments other than Performing Mezzanine
      Investments.

     

    “Non-Performing
      Second Lien
      Bank Loans” means Second Lien Bank Loans other than Performing Second
      Lien Bank Loans.

     

    “Non-Performing
      Unsecured
      Bank Loans” are Unsecured Bank Loans, other than Performing Unsecured
      Bank Loans.

     

    “Other
      Short-Term
      Securities” means debt Securities maturing within one year from the date
      of acquisition and having, at such date of acquisition a credit rating of at
      least A-2 from S&P or at least P-2 from Moody’s, in each case that are not
      Cash Equivalents or Short-Term U.S. Government Securities.

     

    


    
      
        
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    “Performing”
means
      (a)
      with respect to any Portfolio Investment that is debt, the issuer of such
      Portfolio Investment is not in default of any payment obligations in respect
      thereof, after the expiration of any applicable grace period and (b) with
      respect to any Portfolio Investment that is Preferred Stock, the issuer of
      such
      Portfolio Investment has not failed to meet any scheduled redemption obligations
      or to pay its latest declared cash dividend, after the expiration of any
      applicable grace period.

     

    “Performing
      Cash Pay High
      Yield Securities” means High Yield Securities (a) as to which, at the
      time of determination, not less than 2/3rds of the interest (including
      accretions and “pay-in-kind” interest) for the current monthly, quarterly,
      semi-annual or annual period (as applicable) is payable in cash and (b) which
      are Performing.

     

    “Performing
      Cash Pay
      Mezzanine Investments” means Mezzanine Investments (a) as to which, at
      the time of determination, not less than 2/3rds of the interest (including
      accretions and “pay-in-kind” interest) for the current monthly, quarterly,
      semi-annual or annual period (as applicable) is payable in cash and (b) which
      are Performing.

     

    “Performing
      Common
      Equity” means Capital Stock (other than Preferred Stock) and warrants of
      an issuer all of whose outstanding debt is Performing.

     

    “Performing
      First Lien Bank
      Loans” means First Lien Bank Loans which are
      Performing.

     

    “Performing
      Non-Cash Pay High
      Yield Securities” means Performing High Yield Securities other than
      Performing Cash Pay High Yield Securities.

     

    “Performing
      Non-Cash Pay
      Mezzanine Investments” means Performing Mezzanine Investments other than
      Performing Cash Pay Mezzanine Investments.

     

    “Performing
      Second Lien Bank
      Loans” means Second Lien Bank Loans which are
      Performing.

     

    “Performing
      Unsecured Bank
      Loans” means Unsecured Bank Loans which are
      Performing.

     

    “Preferred
      Stock,” as
      applied to the Capital Stock of any Person, means Capital Stock of such Person
      of any class or classes (however designated) that ranks prior, as to the payment
      of dividends or as to the distribution of assets upon any voluntary or
      involuntary liquidation, dissolution or winding up of such Person, to any shares
      (or other interests) of other Capital Stock of such Person, and shall include,
      without limitation, cumulative preferred, non-cumulative preferred,
      participating preferred and convertible preferred Capital
      Stock.

     

    “Second
      Lien Bank
      Loan” means a Bank Loan that is entitled to the benefit of a second lien
      and second priority perfected security interest on a substantial portion of
      the
      assets of the respective borrower and guarantors obligated in respect
      thereof.

     

    


    
      
        
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    “Securities”
means
      common and preferred stock, units and participations, member interests in
      limited liability companies, partnership interests in partnerships, notes,
      bonds, debentures, trust receipts and other obligations, instruments or
      evidences of indebtedness, including debt instruments of public and private
      issuers and tax-exempt securities (including warrants, rights, put and call
      options and other options relating thereto, representing rights, or any
      combination thereof) and other property or interests commonly regarded as
      securities or any form of interest or participation therein, but not including
      Bank Loans.

     

    “Securities
      Act” means
      the United States Securities Act of 1933, as amended.

     

    “Short-Term
      U.S. Government
      Securities” means U.S. Government Securities maturing within one year of
      the applicable date of determination.

     

    “U.S.
      Government
      Securities” has the meaning assigned to such term in Section
      1.01.

     

    “Unsecured
      Bank Loan”
means a Bank Loan other than a First Lien Bank Loan or a second Lien
      Bank
      Loan.

     

    “Value”
means,
      with
      respect to any Portfolio Investment, the value as determined pursuant to Section
      5.12(b)(ii).

     

     

    ARTICLE
      VI

     

    NEGATIVE
      COVENANTS

     

    Until
      the Commitments have expired or terminated and the principal of and interest
      on
      each Loan and all fees payable hereunder have been paid in full and all Letters
      of Credit have expired or terminated and all LC Disbursements shall have been
      reimbursed, the Borrower covenants and agrees with the Lenders
      that:

     

    SECTION
      6.01.  Indebtedness.  The
      Borrower will not, nor will it permit any of its Subsidiaries to, create, incur,
      assume or permit to exist any Indebtedness, except:

     

    (a) Indebtedness
      created hereunder;

     

    (b) Secured
      Longer-Term Indebtedness and Unsecured Longer-Term Indebtedness in an aggregate
      amount that (i) taken together with other then-outstanding Indebtedness, does
      not exceed the amount required to comply with the provisions of Section 6.07(b)
      and (ii) in the case of Secured Longer-Term Indebtedness, taken together with
      Indebtedness permitted under clauses (a) and (g) of this Section 6.01 does
      not
      exceed the Borrowing Base;

     

    (c) Other
      Permitted Indebtedness;

     

    


    
      
        
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    (d) Indebtedness
      of Financing Subsidiaries;

     

    (e) repurchase
      obligations arising in the ordinary course of business with respect to U.S.
      Government Securities;

     

    (f) obligations
      payable to clearing agencies, brokers or dealers in connection with the purchase
      or sale of securities in the ordinary course of business;

     

    (g) Secured
      Shorter-Term Indebtedness and Unsecured Shorter-Term Indebtedness in an
      aggregate amount (determined at the time of the incurrence of such Indebtedness)
      not exceeding 5% of Shareholders’ Equity and that (i) taken together with other
      then-outstanding Indebtedness, does not exceed the amount required to comply
      with the provisions of Section 6.07(b) and (ii) taken together with Indebtedness
      permitted under clause (a), and Secured Longer-Term Indebtedness permitted
      under
      clause (b), of this Section 6.01, does not exceed the Borrowing Base;
      and

     

    (h) obligations
      (including Guarantees) in respect of Standard Securitization
      Undertakings.

     

    SECTION
      6.02.  Liens.  The
      Borrower
      will not, nor will it permit any of its Subsidiaries to, create, incur, assume
      or permit to exist any Lien on any property or asset now owned or hereafter
      acquired by it, or assign or sell any income or revenues (including accounts
      receivable) or rights in respect of any thereof, except:

     

    (a) any
      Lien on any property or asset of the Borrower existing on the Effective Date
      and
      set forth in Part B of Schedule II, provided that (i) no such
      Lien shall extend to any other property or asset of the Borrower or any of
      its
      Subsidiaries and (ii) any such Lien shall secure only those obligations which
      it
      secures on the Effective Date and extensions, renewals and replacements thereof
      that do not increase the outstanding principal amount
      thereof;

     

    (b) Liens
      created pursuant to the Security Documents;

     

    (c) Liens
      securing obligations of Financing Subsidiaries;

     

    (d) Liens
      on Special Equity Interests included in the Portfolio Investments of the
      Borrower but only to the extent securing obligations in the manner provided
      in
      the definition of “Special Equity Interests” in Section
      1.01;

     

    (e) Liens
      securing Indebtedness or other obligations in an aggregate principal amount
      not
      exceeding $10,000,000 at any one time outstanding (which may cover Portfolio
      Investments, but only to the extent released from the Lien in favor of the
      Collateral Agent in accordance with the requirements of Section 10.03 of the
      Guarantee and Security Agreement), so long as at the time thereof the aggregate
      amount of Indebtedness permitted under clauses (a), (b) and 

     

    


    
      
        
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      (g) of Section 6.01, does not exceed the lesser of (i) the Borrowing Base and
      (ii) the amount required to comply with the provisions of Section 6.07(b);
      and

     

    (f) Permitted
      Liens.

     

    SECTION
      6.03.  Fundamental
      Changes.  The Borrower will not, nor will it permit any
      of its Subsidiaries (other than Financing Subsidiaries) to, liquidate, wind
      up
      or dissolve itself (or suffer any liquidation or dissolution).  The
      Borrower will not, nor will it permit any of its Subsidiaries (other than
      Financing Subsidiaries) to, enter into any transaction of merger or
      consolidation or amalgamation, or acquire any business or property from, or
      capital stock of, or be a party to any acquisition of, any Person, except for
      purchases or acquisitions of Portfolio Investments and other assets in the
      normal course of the day-to-day business activities of the Borrower and its
      Subsidiaries and not in violation of the terms and conditions of this Agreement
      or any other Loan Document.  The Borrower will not, nor will it permit
      any of its Subsidiaries (other than Financing Subsidiaries) to, convey, sell,
      lease, transfer or otherwise dispose of, in one transaction or a series of
      transactions, any part of its assets, whether now owned or hereafter acquired,
      but excluding (x) assets sold or disposed of in the ordinary course of business
      (including to make expenditures of cash and dispositions of investments in
      connection with exits and work-outs in the normal course of the day-to-day
      business activities of the Borrower and its Subsidiaries) and (y) subject to
      the
      provisions of clause (d) below, Portfolio Investments (to the extent not
      otherwise included in clause (x) of this Section).

     

    Notwithstanding
      the foregoing provisions of this Section:

     

    (a) 
      any
      Subsidiary Guarantor of the Borrower may be merged or consolidated with or
      into
      the Borrower or any other Subsidiary Guarantor; provided that (i) at the
      time thereof and after giving effect thereto, no Default shall have occurred
      or
      be continuing, (ii) if any such transaction shall be between a Subsidiary
      Guarantor and a wholly owned Subsidiary Guarantor, the wholly owned Subsidiary
      Guarantor shall be the continuing or surviving corporation and (iii) if any
      such
      transaction shall be between the Borrower and a Subsidiary Guarantor, the
      Borrower shall be the continuing or surviving corporation;

     

    (b) 
      any
      Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of
      any
      or all of its assets (upon voluntary liquidation or otherwise) to the Borrower
      or any wholly owned Subsidiary Guarantor of the Borrower;

     

    (c) 
      the
      capital stock of any Subsidiary of the Borrower may be sold, transferred or
      otherwise disposed of to the Borrower or any wholly owned Subsidiary Guarantor
      of the Borrower;

     

    (d) 
      the
      Obligors may sell, transfer or otherwise dispose of Portfolio Investments to
      a
      Financing Subsidiary so long as (i) after giving effect to such release (and
      any
      concurrent acquisitions of Portfolio Investments or payment of outstanding
      Loans
      or Other Covered Indebtedness) the Covered Debt Amount

     

    


    
      
        
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    does
      not exceed the Borrowing Base and the Borrower delivers a certificate of a
      Financial Officer to such effect to the Administrative Agent and (ii) either
      (x)
      the amount of any excess availability under the Borrowing Base immediately
      prior
      to such release is not diminished as a result of such release or (y) the
      Borrowing Base immediately after giving effect to such release is at least
      110%
      of the Covered Debt Amount;

     

    (e) 
      the
      Borrower or any Subsidiary may merge or consolidate with any other Person so
      long as at the time thereof and after giving effect thereto, no Default shall
      have occurred or be continuing and provided that (i) if any
      such transaction shall be between the Borrower and another Person, the Borrower
      shall be the continuing or surviving corporation, (ii) if any such transaction
      shall be between a wholly-owned Subsidiary Guarantor and another Person (other
      than the Borrower), a wholly owned Subsidiary Guarantor shall be the continuing
      or surviving corporation and (iii) if any such transaction shall be between
      a
      Subsidiary Guarantor and another Person (other than the Borrower or a
      wholly-owned Subsidiary Guarantor), a Subsidiary Guarantor shall be the
      continuing or surviving corporation; and

     

    (f) 
      the
      Borrower and its Subsidiaries may sell, lease, transfer or otherwise dispose
      of
      equipment or other property or assets that do not consist of Portfolio
      Investments so long as the aggregate amount of all such sales, leases, transfer
      and dispositions does not exceed $10,000,000 in any fiscal
      year.

     

    SECTION
      6.04.  Investments.  The
      Borrower will not, nor will it permit any of its Subsidiaries to, acquire,
      make
      or enter into, or hold, any Investments except:

     

    (a) 
      operating
      deposit accounts with banks;

     

    (b) 
      Investments
      by the Borrower and the Subsidiary Guarantors in the Borrower and the Subsidiary
      Guarantors;

     

    (c) 
      Hedging
      Agreements entered into in the ordinary course of the Borrower’s and its
      Subsidiaries’ financial planning and not for speculative
      purposes;

     

    (d) 
      Portfolio
      Investments by the Borrower and its Subsidiaries to the extent such Portfolio
      Investments are permitted under the provisions of the Investment Company Act
      applicable to business development companies and the Borrower’s Investment
      Policies;

     

    (e) 
      Investments
      in Financing Subsidiaries; and

     

    (f) 
      additional
      Investments acquired, made, entered into or held after the Effective Date up
      to
      but not exceeding $10,000,000 in the aggregate.

     

    For
      purposes of clause (f) of this Section, the aggregate amount of an Investment
      at
      any time shall be deemed to be equal to (A) the aggregate amount of cash,
      together with the

     

    


    
      
        
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    aggregate
      fair market value of property, loaned, advanced, contributed, transferred or
      otherwise invested that gives rise to such Investment minus (B) the aggregate
      amount of dividends, distributions or other payments received in cash in respect
      of such Investment, provided that in no event
      shall the aggregate amount of such Investment be deemed to be less than zero;
      the amount of an Investment shall not in any event be reduced by reason of
      any
      write-off of such Investment nor increased by any increase in the amount of
      earnings retained in the Person in which such Investment is made that have
      not
      been dividended, distributed or otherwise paid out.

     

    SECTION
      6.05.  Restricted
      Payments.  The Borrower will not, nor will it permit any
      of its Subsidiaries to, declare or make, or agree to pay or make, directly
      or
      indirectly, any Restricted Payment, except that the Borrower may declare and
      pay:

     

    (a) 
      dividends
      with respect to the capital stock of the Borrower to the extent payable in
      additional shares of the Borrower’s common stock;

     

    (b) 
      dividends
      and distributions in either case in cash or other property (excluding for this
      purpose the Borrower’s common stock) in any taxable year of the Borrower in
      amounts not to exceed the amount that is estimated in good faith by the Borrower
      to be required to (i) reduce to zero for such taxable year or for the previous
      taxable year, its investment company taxable income (within the meaning of
      section 852(b)(2) of the Code), and reduce to zero the tax imposed by section
      852(b)(3) of the Code, and (ii) avoid federal excise taxes for such taxable
      year
      imposed by section 4982 of the Code;

     

    (c) 
      dividends
      and distributions in each case in cash or other property (excluding for this
      purpose the Borrower’s common stock) in addition to the dividends and
      distributions permitted under the foregoing clauses (a) and (b), so long as
      on
      the date of such Restricted Payment and after giving effect
      thereto:

     

            
      (i)         no Default shall have
      occurred and be continuing; and

     

            
      (ii)        the aggregate amount of
      Restricted Payments made during any taxable year of the Borrower after the
      Effective Date under this clause (c) shall not exceed the sum of (x) an amount
      equal to 10% of the taxable income of the Borrower for such taxable year
      determined under section 852(b)(2) of the Code, but without regard to
      subparagraphs (A), (B) or (D) thereof, minus (y) the amount,
      if
      any, by which dividends and distributions made during such taxable year pursuant
      to the foregoing clause (b) (whether in respect of such taxable year or the
      previous taxable year) based upon the Borrower’s estimate of taxable income
      exceeded the actual amounts specified in subclauses (i) and (ii) of such
      foregoing clause (b) for such taxable year.

     

    (d) 
      other
      Restricted Payments so long as (i) on the date of such other Restricted Payment
      and after giving effect thereto (x) the Covered Debt Amount does not exceed
      90%
      of the Borrowing Base and (y) no Default shall have

     

    


    
      
        
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    occurred
      and be continuing and (ii) on the date of such other Restricted Payment the
      Borrower delivers to the Administrative Agent and each Lender a Borrowing Base
      Certificate as at such date demonstrating compliance with subclause (x) after
      giving effect to such Restricted Payment.  For purposes of preparing
      such Borrowing Base Certificate, (A) the fair market value of Portfolio
      Investments for which market quotations are readily available shall be the
      most
      recent quotation available for such Portfolio Investment and (B) the fair market
      value of Portfolio Investments for which market quotations are not readily
      available shall be the Value set forth in the Borrowing Base Certificate most
      recently delivered by the Borrower to the Administrative Agent and the Lenders
      pursuant to Section 5.01(d), provided that the Borrower
      shall reduce the Value of any Portfolio Investment referred to in this subclause
      (B) to the extent necessary to take into account any events of which the
      Borrower has knowledge that adversely affect the value of such Portfolio
      Investment.

     

    Nothing
      herein shall be deemed to prohibit the payment of Restricted Payments by any
      Subsidiary of the Borrower to the Borrower or to any other Subsidiary
      Guarantor.

     

    SECTION
      6.06.  Certain
      Restrictions on
      Subsidiaries.  The Borrower will not permit any of its
      Subsidiaries (other than Financing Subsidiaries) to enter into or suffer to
      exist any indenture, agreement, instrument or other arrangement that prohibits
      or restrains, in each case in any material respect, or imposes materially
      adverse conditions upon, the incurrence or payment of Indebtedness, the granting
      of Liens, the declaration or payment of dividends, the making of loans,
      advances, guarantees or Investments or the sale, assignment, transfer or other
      disposition of property.

     

    SECTION
      6.07.  Certain
      Financial
      Covenants.

     

    (a)  
      Minimum Shareholders’
Equity.  The Borrower will
      not permit Shareholders’ Equity at
      the last day of any fiscal quarter of the Borrower to be less than the greater
      of (i) 40% of the total assets of the Borrower and its Subsidiaries as at the
      last day of such fiscal quarter (determined on a consolidated basis, without
      duplication, in accordance with GAAP) and (ii) $350,724,952 plus 25% of the net
      proceeds of the sale of Equity Interests by the Borrower and its Subsidiaries
      after the Restatement Effective Date.

     

    (b)  
      Asset Coverage
      Ratio.  The Borrower will not permit the Asset Coverage Ratio
      to be less than 2.00 to 1 at any time.

     

    (c) 
       Liquidity
      Test.  The Borrower will not permit the aggregate Value of the
      Portfolio Investments that can be converted to Cash in fewer than 10 Business
      Days without more than a 5% change in price (as determined by the Borrower
      in
      its reasonable discretion) to be less than 10% of the Covered Debt Amount for
      more than 30 Business Days during any period when the Adjusted Covered Debt
      Balance is greater than 90% of the Adjusted Borrowing Base.

     

    


    
      
        
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    SECTION
      6.08.  Transactions
      with
      Affiliates.  The Borrower will not, and will not permit
      any of its Subsidiaries to, enter into any material transactions with any of
      its
      Affiliates, even if otherwise permitted under this Agreement, except (a)
      transactions in the ordinary course of business at prices and on terms and
      conditions not less favorable to the Borrower or such Subsidiary than could
      be
      obtained on an arm’s-length basis from unrelated third parties, (b) transactions
      between or among the Borrower and its Subsidiaries not involving any other
      Affiliate, (c) Restricted Payments permitted by Section 6.05, (d) the
      transactions provided in the Affiliate Agreements, (e) transactions described
      on
      Schedule V, (f) any Investment that results in the creation of an Affiliate
      and
      (g) Permitted Board-Approved Affiliate Transactions.

     

    SECTION
      6.09.  Lines
      of
      Business.  The Borrower will not, nor will it permit any
      of its Subsidiaries to, engage to any material extent in any business other
      than
      in accordance with its Investment Policies.

     

    SECTION
      6.10.  No
      Further Negative
      Pledge.  The Borrower will not, and will not permit any
      of its Subsidiaries (other than Financing Subsidiaries) to, enter into any
      agreement, instrument, deed or lease which prohibits or limits the ability
      of
      any Obligor to create, incur, assume or suffer to exist any Lien upon any of
      its
      properties, assets or revenues, whether now owned or hereafter acquired, or
      which requires the grant of any security for an obligation if security is
      granted for another obligation, except the following: (a) this Agreement and
      the
      other Loan Documents; (b) covenants in documents creating Liens permitted by
      Section 6.02 prohibiting further Liens on the assets encumbered thereby; (c)
      customary restrictions contained in leases not subject to a waiver; and (d)
      any
      other agreement that does not restrict in any manner (directly or indirectly)
      Liens created pursuant to the Loan Documents on any Collateral securing the
      “Secured Obligations” under and as defined in the Guarantee and Security
      Agreement and does not require the direct or indirect granting of any Lien
      securing any Indebtedness or other obligation by virtue of the granting of
      Liens
      on or pledge of property of any Obligor secure the Loans or any Hedging
      Agreement.

     

    SECTION
      6.11.  Modifications
      of Longer-Term
      Documents.  Without the prior consent of the
      Administrative Agent (with the approval of the Required Lenders), the Borrower
      will not consent to any modification, supplement or waiver
      of:

     

    (a) any
      of the provisions of any agreement, instrument or other document evidencing
      or
      relating to any Secured Longer-Term Indebtedness or Unsecured Longer-Term
      Indebtedness that would result in such Indebtedness not meeting the requirements
      of the definition of “Secured Longer-Term Secured Indebtedness” and “Unsecured
      Longer-Term Indebtedness”, as applicable, set forth in Section 1.01 of this
      Agreement, unless (i) in the case of Secured Longer-Term Indebtedness, such
      Indebtedness would have been permitted to be incurred as Secured Shorter-Term
      Indebtedness at the time of such modification, supplement or waiver and the
      Borrower so designates such Indebtedness as “Secured Shorter-Term Indebtedness”
(whereupon such Indebtedness shall be deemed to constitute “Secured Shorter-Term
      Indebtedness” for all purposes of this Agreement) and (ii) in the case of
      Unsecured Longer-Term Indebtedness,

     

    


    
      
        
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    such
      Indebtedness would have been permitted to be incurred as Unsecured Shorter-Term
      Indebtedness at the time of such modification, supplement or waiver and the
      Borrower so designates such Indebtedness as “Unsecured Shorter-Term
      Indebtedness” (whereupon such Indebtedness shall be deemed to constitute
“Unsecured Shorter-Term Indebtedness” for all purposes of this Agreement)
      or

     

    (b) 
      any
      material provision of any of the Affiliate Agreements (other than any Permitted
      Board-Approved Affiliate Transaction), unless such modification, supplement
      or
      waiver is not less favorable to the Borrower than could be obtained on an
      arm’s-length basis from unrelated third parties.

     

    SECTION
      6.12.  Payments
      of Longer-Term
      Indebtedness.  The Borrower will not, nor will it permit
      any of its Subsidiaries (other than Financing Subsidiaries) to, purchase,
      redeem, retire or otherwise acquire for value, or set apart any money for a
      sinking, defeasance or other analogous fund for the purchase, redemption,
      retirement or other acquisition of, or make any voluntary payment or prepayment
      of the principal of or interest on, or any other amount owing in respect of,
      any
      Secured Longer-Term Indebtedness or Unsecured Longer-Term Indebtedness (other
      than the refinancing of Secured Longer-Term Indebtedness or Unsecured
      Longer-Term Indebtedness with Indebtedness permitted under Section 6.01), except
      for (a) regularly scheduled payments, prepayments or redemptions of principal
      and interest in respect thereof required pursuant to the instruments evidencing
      such Indebtedness, or (b) payments and prepayments of Secured Longer-Term
      Indebtedness required to comply with requirements of Section
      2.10(c).

     

     

    ARTICLE
      VII

     

    EVENTS
      OF DEFAULT

     

    If
      any of the following events (“Events of Default”) shall
      occur and be continuing:

     

    (a) the
      Borrower shall (i) fail to pay any principal of any Loan or any reimbursement
      obligation in respect of any LC Disbursement when and as the same shall become
      due and payable (in the case of clause (e) below, subject to applicable cure
      periods), whether at the due date thereof or at a date fixed for prepayment
      thereof or otherwise or (ii) fail to deposit any amount into the Letter of
      Credit Collateral Account as required by Section 2.09(a) on the Commitment
      Termination Date;

     

    (b) 
      the
      Borrower shall fail to pay any interest on any Loan or any fee or any other
      amount (other than an amount referred to in clause (a) of this Article) payable
      under this Agreement or under any other Loan Document, when and as the same
      shall become due and payable, and such failure shall continue unremedied for
      a
      period of five or more Business Days;

     

    


    
      
        
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    (c) 
      any
      representation or warranty made or deemed made by or on behalf of the Borrower
      or any of its Subsidiaries in or in connection with the Existing Credit
      Agreement, this Agreement or any other Loan Document or any amendment or
      modification hereof or thereof, or in any report, certificate, financial
      statement or other document furnished pursuant to or in connection with the
      Existing Credit Agreement, this Agreement or any other Loan Document or any
      amendment or modification hereof or thereof, shall prove to have been incorrect
      when made or deemed made in any material respect;

     

    (d) 
      the
      Borrower shall fail to observe or perform any covenant, condition or agreement
      contained in (i) Section 5.03 (with respect to the Borrower’s existence) or
      Section 5.08(a) or in Article VI or any Obligor shall default in the performance
      of any of its obligations contained in Section 7 of the Guarantee and Security
      Agreement or (ii) Sections 5.01(e) and (f) or 5.02 and such failure shall
      continue unremedied for a period of five or more days after notice thereof
      by
      the Administrative Agent (given at the request of any Lender) to the
      Borrower;

     

    (e) 
      a
      Borrowing Base Deficiency shall occur and continue unremedied for a period
      of
      five or more Business Days after delivery of a Borrowing Base Certificate
      demonstrating such Borrowing Base Deficiency pursuant to Section 5.01(e), provided that it shall
      not
      be an Event of Default hereunder if the Borrower shall present the
      Administrative Agent with a plan reasonably feasible in the opinion of the
      Administrative Agent (with the approval of the Required Lenders) to enable
      such
      Borrowing Base Deficiency to be cured within 30 Business Days (which 30-Business
      Day period shall include the five Business Days permitted for delivery of such
      plan), so long as such Borrowing Base Deficiency is cured within such
      30-Business Day period;

     

    (f) 
      the
      Borrower or any Obligor, as applicable, shall fail to observe or perform any
      covenant, condition or agreement contained in this Agreement (other than those
      specified in clause (a), (b), (d) or (e) of this Article) or any other Loan
      Document and such failure shall continue unremedied for a period of 30 or more
      days after notice thereof from the Administrative Agent (given at the request
      of
      any Lender) to the Borrower, provided that no Event
      of
      Default shall exist as a result of the Borrower’s failure to deliver copies of
      the reports described in Section 5.01(f) to the Administrative Agent or any
      Lender if (i) the Borrower’s independent public accountants require, as a
      condition to the Administrative Agent’s or such Lender’s receipt of such
      reports, that the Administrative Agent and/or such Lender execute a release,
      indemnification or similar agreement and (ii) the Administrative Agent or such
      Lender refuse to execute such agreement;

     

    (g) 
      the
      Borrower or any of its Subsidiaries shall fail to make any payment (whether
      of
      principal or interest and regardless of amount) in respect of any Material
      Indebtedness, when and as the same shall become due and
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    (h) 
      any
      event or condition occurs that results in any Material Indebtedness becoming
      due
      prior to its scheduled maturity or that enables or permits (with or without
      the
      giving of notice, the lapse of time or both) the holder or holders of any
      Material Indebtedness or any trustee or agent on its or their behalf to cause
      any Material Indebtedness to become due, or to require the prepayment,
      repurchase, redemption or defeasance thereof, prior to its scheduled maturity,
      provided that this
      clause (h) shall not apply to secured Indebtedness that becomes due as a result
      of the voluntary sale or transfer of the property or assets securing such
      Indebtedness;

     

    (i)    
      an
      involuntary proceeding shall be commenced or an involuntary petition shall
      be
      filed seeking (i) liquidation, reorganization or other relief in respect of
      the
      Borrower or any of its Subsidiaries or its debts, or of a substantial part
      of
      its assets, under any Federal, state or foreign bankruptcy, insolvency,
      receivership or similar law now or hereafter in effect or (ii) the appointment
      of a receiver, trustee, custodian, sequestrator, conservator or similar official
      for the Borrower or any of its Subsidiaries or for a substantial part of its
      assets, and, in any such case, such proceeding or petition shall continue
      undismissed and unstayed for a period of 60 or more days or an order or decree
      approving or ordering any of the foregoing shall be entered;

     

    (j)    
      the
      Borrower or any of its Subsidiaries shall (i) voluntarily commence any
      proceeding or file any petition seeking liquidation, reorganization or other
      relief under any Federal, state or foreign bankruptcy, insolvency, receivership
      or similar law now or hereafter in effect, (ii) consent to the institution
      of,
      or fail to contest in a timely and appropriate manner, any proceeding or
      petition described in clause (i) of this Article, (iii) apply for or consent
      to
      the appointment of a receiver, trustee, custodian, sequestrator, conservator
      or
      similar official for the Borrower or any of its Subsidiaries or for a
      substantial part of its assets, (iv) file an answer admitting the material
      allegations of a petition filed against it in any such proceeding, (v) make
      a
      general assignment for the benefit of creditors or (vi) take any action for
      the
      purpose of effecting any of the foregoing;

     

    (k) 
      the
      Borrower or any of its Subsidiaries shall become unable, admit in writing its
      inability or fail generally to pay its debts as they become
      due;

     

    (l)    
      one
      or more judgments for the payment of money in an aggregate amount in excess
      of
      $25,000,000 shall be rendered against the Borrower or any of its Subsidiaries
      or
      any combination thereof and the same shall remain undischarged for a period
      of
      30 consecutive days during which execution shall not be effectively stayed,
      or
      any action shall be legally taken by a judgment creditor to attach or levy
      upon
      any assets of the Borrower or any of its Subsidiaries to enforce any such
      judgment;

     

    (m)  
      an
      ERISA Event shall have occurred that, in the opinion of the Required Lenders,
      when taken together with all other ERISA Events that have occurred, could
      reasonably be expected to result in a Material Adverse
      Effect;

     

    


    
      
        
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    (n) 
      a
      Change in Control shall occur;

     

    (o) 
      BlackRock
      Kelso Capital Advisors shall cease to be the investment advisor for the
      Borrower;

     

    (p) 
      BlackRock
      Kelso Capital Advisors shall cease to be the sole manager of Holding, provided that it shall
      not
      be an Event of Default hereunder if it is succeeded by a Permitted
      Manager;

     

    (q) 
      the
      Liens created by the Security Documents shall, at any time with respect to
      Portfolio Investments having an aggregate Value in excess of 5% of the aggregate
      Value of all Portfolio Investments, not be valid and perfected (to the extent
      perfection by filing, registration, recordation, possession or control is
      required herein or therein) in favor of the Collateral Agent, free and clear
      of
      all other Liens (other than Liens permitted under Section 6.02 or under the
      respective Security Documents); or

     

    (r)    
      except
      for expiration in accordance with its terms, any of the Security Documents
      shall
      for whatever reason be terminated or cease to be in full force and effect in
      any
      material respect, or the enforceability thereof shall be contested by the
      Borrower;

     

    then,
      and in every such event (other than an event with respect to the Borrower
      described in clause (i) or (j) of this Article), and at any time thereafter
      during the continuance of such event, the Administrative Agent may, and at
      the
      request of the Required Lenders shall, by notice to the Borrower, take either
      or
      both of the following actions, at the same or different times: (i) terminate
      the
      Commitments, and thereupon the Commitments shall terminate immediately, and
      (ii)
      declare the Loans then outstanding to be due and payable in whole (or in part,
      in which case any principal not so declared to be due and payable may thereafter
      be declared to be due and payable), and thereupon the principal of the Loans
      so
      declared to be due and payable, together with accrued interest thereon and
      all
      fees and other obligations of the Borrower accrued hereunder, shall become
      due
      and payable immediately, without presentment, demand, protest or other notice
      of
      any kind, all of which are hereby waived by the Borrower; and in case of any
      event with respect to the Borrower described in clause (i) or (j) of this
      Article, the Commitments shall automatically terminate and the principal of
      the
      Loans then outstanding, together with accrued interest thereon and all fees
      and
      other obligations of the Borrower accrued hereunder, shall automatically become
      due and payable, without presentment, demand, protest or other notice of any
      kind, all of which are hereby waived by the Borrower.

     

    In
      the event that the Loans shall be declared, or shall become, due and payable
      pursuant to the immediately preceding paragraph then, upon notice from the
      Administrative Agent or Lenders with LC Exposure representing more than 50%
      of
      the total LC Exposure demanding the deposit of cash collateral pursuant to
      this
      paragraph, the Borrower shall immediately deposit into the Letter of Credit
      Collateral Account cash in an amount equal to the LC Exposure as of such date
      plus any accrued and
      unpaid interest thereon, provided that the
      obligation to deposit such cash shall become effective

     

    


    
      
        
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    immediately,
      and such deposit shall become immediately due and payable, without demand or
      other notice of any kind, upon the occurrence of any Event of Default with
      respect to the Borrower described in clause (i) or (j) of this
      Article.

     

     

    ARTICLE
      VIII

     

    THE
      ADMINISTRATIVE AGENT

     

    Each
      of the Lenders and the Issuing Bank hereby irrevocably appoints the
      Administrative Agent as its agent hereunder and under the other Loan Documents
      and authorizes the Administrative Agent to take such actions on its behalf
      and
      to exercise such powers as are delegated to the Administrative Agent by the
      terms hereof or thereof, together with such actions and powers as are reasonably
      incidental thereto.

     

    The
      Person serving as the Administrative Agent hereunder shall have the same rights
      and powers in its capacity as a Lender as any other Lender and may exercise
      the
      same as though it were not the Administrative Agent, and such Person and its
      Affiliates may accept deposits from, lend money to and generally engage in
      any
      kind of business with the Borrower or any Subsidiary or other Affiliate thereof
      as if it were not the Administrative Agent hereunder.

     

    The
      Administrative Agent shall not have any duties or obligations except those
      expressly set forth herein and in the other Loan Documents.  Without
      limiting the generality of the foregoing, (a) the Administrative Agent shall
      not
      be subject to any fiduciary or other implied duties, regardless of whether
      a
      Default has occurred and is continuing, (b) the Administrative Agent shall
      not
      have any duty to take any discretionary action or exercise any discretionary
      powers, except discretionary rights and powers expressly contemplated hereby
      or
      by the other Loan Documents that the Administrative Agent is required to
      exercise in writing by the Required Lenders, and (c) except as expressly set
      forth herein and in the other Loan Documents, the Administrative Agent shall
      not
      have any duty to disclose, and shall not be liable for the failure to disclose,
      any information relating to the Borrower or any of its Subsidiaries that is
      communicated to or obtained by the bank serving as Administrative Agent or
      any
      of its Affiliates in any capacity.  The Administrative Agent shall not
      be liable for any action taken or not taken by it with the consent or at the
      request of the Required Lenders or in the absence of its own gross negligence
      or
      willful misconduct.  The Administrative Agent shall be deemed not to
      have knowledge of any Default unless and until written notice thereof is given
      to the Administrative Agent by the Borrower or a Lender, and the Administrative
      Agent shall not be responsible for or have any duty to ascertain or inquire
      into
      (i) any statement, warranty or representation made in or in connection with
      this
      Agreement or any other Loan Document, (ii) the contents of any certificate,
      report or other document delivered hereunder or thereunder or in connection
      herewith or therewith, (iii) the performance or observance of any of the
      covenants, agreements or other terms or conditions set forth herein or therein,
      (iv) the validity, enforceability, effectiveness or genuineness of this
      Agreement, any other Loan Document or any other agreement, instrument or
      document, or (v) the satisfaction of any condition set forth in Article IV
      or
      elsewhere herein or

     

    


    
      
        
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    therein,
      other than to confirm receipt of items expressly required to be delivered to
      the
      Administrative Agent.

     

    The
      Administrative Agent shall be entitled to rely upon, and shall not incur any
      liability for relying upon, any notice, request, certificate, consent,
      statement, instrument, document or other writing (including any electronic
      message, Internet or intranet website posting or other distribution) believed
      by
      it to be genuine and to have been signed or sent by the proper
      Person.  The Administrative Agent also may rely upon any statement
      made to it orally or by telephone and believed by it to be made by the proper
      Person, and shall not incur any liability for relying thereon.  The
      Administrative Agent may consult with legal counsel (who may be counsel for
      the
      Borrower), independent accountants and other experts selected by it, and shall
      not be liable for any action taken or not taken by it in accordance with the
      advice of any such counsel, accountants or experts.

     

    The
      Administrative Agent may perform any and all its duties and exercise its rights
      and powers by or through any one or more sub-agents appointed by the
      Administrative Agent.  The Administrative Agent and any such sub-agent
      may perform any and all its duties and exercise its rights and powers through
      their respective Related Parties.  The exculpatory provisions of the
      preceding paragraphs shall apply to any such sub-agent and to the Related
      Parties of the Administrative Agent and any such sub-agent, and shall apply
      to
      their respective activities in connection with the syndication of the credit
      facilities provided for herein as well as activities as Administrative
      Agent.

     

    The
      Administrative Agent may resign at any time by notifying the Lenders, the
      Issuing Bank and the Borrower.  Upon any such resignation, the
      Required Lenders shall have the right, with the consent of the Borrower not
      to
      be unreasonably withheld (or, if an Event of Default has occurred and is
      continuing in consultation with the Borrower), to appoint a
      successor.  If no successor shall have been so appointed by the
      Required Lenders and shall have accepted such appointment within 30 days after
      the retiring Administrative Agent gives notice of its resignation, then the
      retiring Administrative Agent’s resignation shall nonetheless become effective
      and (1) the retiring Administrative Agent shall be discharged from its duties
      and obligations hereunder and (2) the Required Lenders shall perform the duties
      of the Administrative Agent (and all payments and communications provided to
      be
      made by, to or through the Administrative Agent shall instead be made by or
      to
      each Lender directly) until such time as the Required Lenders appoint a
      successor agent as provided for above in this paragraph.  Upon the
      acceptance of its appointment as Administrative Agent hereunder by a successor,
      such successor shall succeed to and become vested with all the rights, powers,
      privileges and duties of the retiring (or retired) Administrative Agent and
      the
      retiring Administrative Agent shall be discharged from its duties and
      obligations hereunder (if not already discharged therefrom as provided above
      in
      this paragraph).  The fees payable by the Borrower to a successor
      Administrative Agent shall be the same as those payable to its predecessor
      unless otherwise agreed between the Borrower and such
      successor.  After the Administrative Agent’s resignation hereunder,
      the provisions of this Article and Section 9.03 shall continue in effect for
      its
      benefit in respect of any actions taken or omitted to be taken by it while
      it
      was acting as Administrative Agent.

     

    


    
      
        
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    Each
      Lender acknowledges that it has, independently and without reliance upon the
      Administrative Agent or any other Lender and based on such documents and
      information as it has deemed appropriate, made its own credit analysis and
      decision to enter into this Agreement.  Each Lender also acknowledges
      that it will, independently and without reliance upon the Administrative Agent
      or any other Lender and based on such documents and information as it shall
      from
      time to time deem appropriate, continue to make its own decisions in taking
or
      not taking action under or based upon this Agreement, any other Loan Document
      or
      any related agreement or any document furnished hereunder or
      thereunder.

     

    Except
      as otherwise provided in Section 9.02(b) with respect to this Agreement, the
      Administrative Agent may, with the prior consent of the Required Lenders (but
      not otherwise), consent to any modification, supplement or waiver under any
      of
      the Loan Documents, provided that, without
      the
      prior consent of each Lender, the Administrative Agent shall not (except as
      provided herein or in the Security Documents) release all or substantially
      all
      of the Collateral or otherwise terminate all or substantially all of the Liens
      under any Security Document providing for collateral security, agree to
      additional obligations being secured by all or substantially all of such
      collateral security, alter the relative priorities of the obligations entitled
      to the benefits of the Liens created under the Security Documents with respect
      to all or substantially all of the Collateral, except that no such consent
      shall
      be required, and the Administrative Agent is hereby authorized, to release
      any
      Lien covering property that is the subject of either a disposition of property
      permitted hereunder or a disposition to which the Required Lenders have
      consented.

     

     

    ARTICLE
      IX

     

    MISCELLANEOUS

     

    SECTION
      9.01.  Notices;
      Electronic
      Communications.

     

    (a)  Notices
      Generally.  Except in the case of notices and other
      communications expressly permitted to be given by telephone, all notices and
      other communications provided for herein shall be in writing and shall be
      delivered by hand or overnight courier service, mailed by certified or
      registered mail or sent by telecopy, as follows:

     

    (i) if
      to the Borrower, to it at 40 East 52nd Street, New York, New York 10022,
      Attention of Chief Financial Officer, (Telecopy No. (212) 810-5801; Telephone
      No. (212) 810-5800);

     

    (ii) if
      to the Administrative Agent, to Citibank, N.A., 2 Penns Way, New Castle,
      Delaware 19720, Attention of David Foster (Telecopy No. (212) 994-0961;
      Telephone No. (302) 894-6142; e-mail
      david.g.foster@citigroup.com);

     

    


    
      
        
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    (iii) if
      to the Issuing Bank, to Citibank, N.A., 2 Penns Way, New Castle, Delaware 19720,
      Attention of David Foster (Telecopy No. (212) 994-0961; Telephone No. (302)
      894-6142; e-mail david.g.foster@citigroup.com);

     

    (iv) if
      to the Swingline Lender with respect to Swingline Loans denominated in Dollars,
      to Citibank, N.A., 2 Penns Way, New Castle, Delaware 19720, Attention of David
      Foster (Telecopy No. (212) 994-0961; Telephone No. (302) 894-6142; e-mail
      david.g.foster@citigroup.com); and

     

    (v) if
      to the Swingline Lender with respect to Swingline Loans denominated in Foreign
      Currencies, to Citibank International plc; 5th Floor, Citigroup Centre; Canada
      Square, Canary Wharf; London E14 5LB; United Kingdom; Attention
      of  Howard Batson (Telecopy No. 01144 20 8636 3824; Telephone No.
      01144 20 7500 4245); and

     

    (vi) if
      to any other Lender, to it at its address (or telecopy number) set forth in
      its
      Administrative Questionnaire.

     

    Any
      party hereto may change its address or telecopy number for notices and other
      communications hereunder by notice to the other parties hereto.  All
      notices and other communications given to any party hereto in accordance with
      the provisions of this Agreement shall be deemed to have been given on the
      date
      of receipt.  Notices delivered through electronic communications to
      the extent provided in paragraph (b) below, shall be effective as provided
      in
      said paragraph (b).

     

    (b)  Electronic
      Communications.  Notices and other communications to the
      Lenders and the Issuing Bank hereunder may be delivered or furnished by
      electronic communication (including e-mail and Internet or intranet websites)
      pursuant to procedures approved by the Administrative Agent, provided that the
      foregoing shall not apply to notices to any Lender or the Issuing Bank pursuant
      to Section 2.06 if such Lender or the Issuing Bank, as applicable, has notified
      the Administrative Agent that it is incapable of receiving notices under such
      Article by electronic communication.  The Borrower may, in its
      discretion, agree to accept notices and other communications to it hereunder
      by
      electronic communication pursuant to procedures approved by it, provided that approval
      of
      such procedures may be limited to particular notices or
      communications.

     

    Unless
      the Administrative Agent otherwise prescribes and except as provided in
      paragraph (c) below with respect to notices to the Administrative Agent, (i)
      notices and other communications sent to an e-mail address shall be deemed
      received upon the sender’s receipt of an acknowledgment from the intended
      recipient (such as by the “return receipt requested” function, as available,
      return e-mail or other written acknowledgment), provided that if such
      notice or other communication is not sent during normal business hours of the
      recipient, such notice or communication shall be deemed to have been sent at
      the
      opening of business on the next business day for the recipient , and (ii)
      notices or communications posted to an Internet or intranet website shall be
      deemed received upon the deemed receipt by the intended recipient at its e-mail
      address as described in foregoing clause (i) of notification that such notice
      or
      communication is

     

    


    
      
        
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    available
      and identifying the website address therefor.  Unless a Lender or the
      Issuing Bank has notified the Administrative Agent that it is incapable of
      receiving notices by electronic communication, each Lender and the Issuing
      Bank
      agree to notify the Administrative Agent in writing (including by electronic
      communication) from time to time of such Lender’s or the Issuing Bank’s e-mail
      address to which the foregoing notice may be sent by electronic transmission
      and
      that the foregoing notice may be sent to such e-mail
      address.

     

    (c)  Communications
      to the
      Administrative Agent.  The Borrower hereby agrees that it will
      provide to the Administrative Agent all information, documents and other
      materials that it is obligated to furnish to the Administrative Agent pursuant
      to the Loan Documents, including, without limitation, all notices, requests,
      financial statements, financial and other reports, certificates and other
      information materials, but excluding any such communication that (i) relates
      to
      a request for a new, or a conversion of an existing, Borrowing or other
      extension of credit (including any election of an interest rate or Interest
      Period relating thereto), (ii) relates to the payment of any principal or other
      amount due under this Agreement or the Existing Credit Agreement, (iii) provides
      notices of any Default of Event of Default, or (iv) is required to be delivered
      to satisfy any condition precedent to the effectiveness of this Agreement and/or
      any Borrowing or other extension of credit hereunder (all such non-excluded
      communications being referred to herein collectively as “Communications”), by
      transmitting the Communications in an electronic/soft medium in a format
      acceptable to the Administrative Agent to
      oploanswebadmin@citigroup.com.  In addition, the Borrower agrees to
      provide the Communications to the Administrative Agent in the manner specified
      in the Loan Documents but only to the extent requested by the Administrative
      Agent.  The Borrower further agrees that the Administrative Agent may
      make the Communications available to the Lenders by posting the Communications
      on Intralinks or a substantially similar electronic transmission system (the
      “Platform”).

     

    THE
      PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”.  THE AGENT PARTIES
      (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE
      COMMUNICATIONS,  OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY
      DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS.  NO
      WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT
      LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
      NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE
      DEFECTS, IS MADE BY THE AGENT PARTIES IN CONNECTION WITH THE COMMUNICATIONS
      OR
      THE PLATFORM.  IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF
      ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES,
      AGENTS, ADVISORS OR REPRESENTATIVES (COLLECTIVELY, “AGENT PARTIES”) HAVE ANY
      LIABILITY TO THE BORROWER, ANY LENDER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES
      OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT OR INDIRECT, SPECIAL,
      INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT,
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    BORROWER’S
      OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE
      INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY AGENT PARTY IS FOUND IN
      A
      FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE
      RESULTED PRIMARILY FROM SUCH AGENT PARTY’S GROSS NEGLIGENCE OR WILLFUL
      MISCONDUCT.

     

    The
      Administrative Agent agrees that the receipt of the Communications by the
      Administrative Agent at its e-mail address set forth above shall constitute
      effective delivery of the Communications to the Administrative Agent for
      purposes of the Loan Documents.  Nothing herein shall prejudice the
      right of the Administrative Agent, the Issuing Bank or any Lender to give any
      notice or other communication pursuant to any Loan Document in any other manner
      specified in such Loan Document.

     

    SECTION
      9.02.  Waivers;
      Amendments.

     

    (a)  No
      Deemed Waivers; Remedies
      Cumulative.  No failure or delay by the Administrative Agent,
      the Issuing Bank or any Lender in exercising any right or power hereunder shall
      operate as a waiver thereof, nor shall any single or partial exercise of any
      such right or power, or any abandonment or discontinuance of steps to enforce
      such a right or power, preclude any other or further exercise thereof or the
      exercise of any other right or power.  The rights and remedies of the
      Administrative Agent, the Issuing Bank and the Lenders hereunder are cumulative
      and are not exclusive of any rights or remedies that they would otherwise
      have.  No waiver of any provision of this Agreement or consent to any
      departure by the Borrower therefrom shall in any event be effective unless
      the
      same shall be permitted by paragraph (b) of this Section, and then such waiver
      or consent shall be effective only in the specific instance and for the purpose
      for which given.  Without limiting the generality of the foregoing,
      the making of a Loan or issuance of a Letter of Credit shall not be construed
      as
      a waiver of any Default, regardless of whether the Administrative Agent, any
      Lender or the Issuing Bank may have had notice or knowledge of such Default
      at
      the time.

     

    (b)  Amendments
      to this
      Agreement.  Other than as otherwise set forth in Section 2.19,
      neither this Agreement nor any provision hereof may be waived, amended or
      modified except pursuant to an agreement or agreements in writing entered into
      by the Borrower and the Required Lenders or by the Borrower and the
      Administrative Agent with the consent of the Required Lenders, provided that no such
      agreement shall:

     

    (i) increase
      the Commitment of any Lender without the written consent of such
      Lender,

     

    (ii) reduce
      the principal amount of any Loan or LC Disbursement or reduce the rate of
      interest thereon, or reduce any fees payable hereunder, without the written
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    (iii) postpone
      the scheduled date of payment of the principal amount of any Loan or LC
      Disbursement, or any interest thereon, or any fees payable hereunder, or reduce
      the amount of, waive or excuse any such payment, or postpone the scheduled
      date
      of expiration of any Commitment, without the written consent of each Lender
      affected thereby,

     

    (iv) change
      Section 2.17(b), (c) or (d) in a manner that would alter the pro rata sharing
      of
      payments, or making of disbursements, required thereby without the written
      consent of each Lender affected thereby,

     

    (v) change
      any of the provisions of this Section or the percentage in the definition of
      the
      term “Required Lenders” or any other provision hereof specifying the number or
      percentage of Lenders required to waive, amend or modify any rights hereunder
      or
      make any determination or grant any consent hereunder, without the written
      consent of each Lender affected thereby, or

     

    (vi) change
      Section 2.08(e)(iii) without the written consent of each Lender affected
      thereby;

     

    providedfurther
      that (x) no such
      agreement shall amend, modify or otherwise affect the rights or duties of the
      Administrative Agent, the Issuing Bank or the Swingline Lender hereunder without
      the prior written consent of the Administrative Agent, the Issuing Bank or
      the
      Swingline Lender, as the case may be and (y) the consent of Lenders holding
      not
      less than two-thirds of the Revolving Credit Exposure, unused Revolving
      Commitments and the aggregate principal amount of outstanding Term Loans will
      be
      required (A) for any adverse change affecting the provisions of this Agreement
      relating to the Borrowing Base (including the definitions used therein), or
      the
      provisions of Section 5.12(c), and (B) for any release of any material portion
      of the Collateral other than for fair value or as otherwise permitted hereunder
      or under the other Loan Documents.

     

    Anything
      in this Agreement to the contrary notwithstanding, no waiver or modification
      of
      any provision of this Agreement or any other Loan Document that could reasonably
      be expected to adversely affect the Lenders of any Class in a manner that does
      not affect all Classes equally shall be effective against the Lenders of such
      Class unless the Required Lenders of such Class shall have concurred with such
      waiver or modification.

     

    If
      any Lender has failed to consent to a proposed amendment, waiver, or
      modification which pursuant to the terms of paragraph (b) of this Section
      requires the consent of such Lender affected (such Lender, a “Non-Consenting Lender”)
      and with respect to which the Required Lenders shall have granted their consent,
      the Borrower shall have the right to replace such Non-Consenting Lender by
      requiring such Non-Consenting Lender to assign its obligations under this
      Agreement (including all of its Commitments, Loans and LC Exposure at the time
      owing to such Non-Consenting Lender) to one or more assignees reasonably
      acceptable to the Administrative Agent and the Issuing Bank, provided that (i) all
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    Commitments,
      Loans and LC Exposure being replaced shall be paid in full to such Non
      Consenting Lender concurrently with such assignment and (ii) the replacement
      Lender shall purchase the foregoing by paying to such Non-Consenting Lender
      a
      price equal to the principal amount thereof plus accrued and unpaid interest
      thereon.  In connection with any such assignment, subparagraphs (C)
      and (D) of Section 9.04(b)(ii), the first sentence of Section 9.04(b)(iii)
      and
      paragraphs (c) and (d) of Section 9.04 shall apply.

     

    (c)  Amendments
      to Security
      Documents.  No Security Document nor any provision thereof may
      be waived, amended or modified, nor may the Liens thereof be spread to secure
      any additional obligations (including any increase in Loans hereunder, but
      excluding any such increase pursuant to Revolving Commitment Increases under
      Section 2.08(e) to an aggregate amount not greater than $1,000,000,000 or
      Incremental Term Loans under Section 2.19 to an aggregate amount not greater
      than $250,000,000 except pursuant to an agreement or agreements in writing
      entered into by the Borrower, and by the Collateral Agent with the consent
      of
      the Required Lenders, provided that, (i) without
      the written consent of each Lender, no such agreement shall release all or
      substantially all of the Obligors from their respective obligations under the
      Security Documents and (ii) without the written consent of each Lender, no
      such
      agreement shall release all or substantially all of the collateral security
      or
      otherwise terminate all or substantially all of the Liens under the Security
      Documents, alter the relative priorities of the obligations entitled to the
      Liens created under the Security Documents (except in connection with securing
      additional obligations equally and ratably with the Loans and other obligations
      hereunder) with respect to all or substantially all of the collateral security
      provided thereby, or release all or substantially all of the guarantors under
      the Guarantee and Security Agreement from their guarantee obligations
      thereunder, except that no such consent shall be required, and the
      Administrative Agent is hereby authorized (and so agrees with the Borrower)
      to
      direct the Collateral Agent under the Guarantee And Security Agreement, to
      release any Lien covering property (and to release any such guarantor) that
      is
      the subject of either a disposition of property permitted hereunder or a
      disposition to which the Required Lenders have consented.

     

    SECTION
      9.03.  Expenses;
      Indemnity; Damage
      Waiver.

     

    (a)  Costs
      and
      Expenses.  The Borrower shall pay (i) all reasonable
      out-of-pocket expenses incurred by the Administrative Agent, the Collateral
      Agent, the Arrangers and their Affiliates, including the reasonable fees,
      charges and disbursements of counsel for the Administrative Agent and the
      Collateral Agent, in connection with the syndication of the credit facilities
      provided for herein, the preparation and administration of this Agreement and
      the other Loan Documents or any amendments, modifications or waivers of the
      provisions hereof or thereof (whether or not the transactions contemplated
      hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket
      expenses incurred by the Issuing Bank in connection with the issuance,
      amendment, renewal or extension of any Letter of Credit or any demand for
      payment thereunder, (iii) all out-of-pocket expenses incurred by the
      Administrative Agent, the Issuing Bank or any Lender, including the fees,
      charges and disbursements of any counsel for the Administrative Agent, the
      Issuing Bank or any Lender, in connection with the enforcement or protection
      of
      its rights in connection with this Agreement and the other Loan Documents,
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    its
      rights under this Section, or in connection with the Loans made or Letters
      of
      Credit issued hereunder, including all such out-of-pocket expenses incurred
      during any workout, restructuring or negotiations in respect thereof and (iv)
      and all costs, expenses, taxes, assessments and other charges incurred in
      connection with any filing, registration, recording or perfection of any
      security interest contemplated by any Security Document or any other document
      referred to therein.

     

    (d)  Indemnification
      by the
      Borrower.  The Borrower shall indemnify the Administrative
      Agent, the Issuing Bank and each Lender, and each Related Party of any of the
      foregoing Persons (each such Person being called an “Indemnitee”) against, and
      hold each Indemnitee harmless from, any and all losses, claims, damages,
      liabilities and related expenses (other than Taxes or Other Taxes which shall
      only be indemnified by the Borrower to the extent provided in Section 2.16),
      including the fees, charges and disbursements of any counsel for any Indemnitee,
      incurred by or asserted against any Indemnitee arising out of, in connection
      with, or as a result of (i) the execution or delivery of this Agreement or
      any
      agreement or instrument contemplated hereby, the performance by the parties
      hereto of their respective obligations hereunder or the consummation of the
      Transactions or any other transactions contemplated hereby, (ii) any Loan or
      Letter of Credit or the use of the proceeds therefrom (including any refusal
      by
      the Issuing Bank to honor a demand for payment under a Letter of Credit if
      the
      documents presented in connection with such demand do not strictly comply with
      the terms of such Letter of Credit), (iii) any actual or prospective claim,
      litigation, investigation or proceeding relating to any of the foregoing,
      whether based on contract, tort or any other theory and regardless of whether
      any Indemnitee is a party thereto or (iv) any actual or alleged presence or
      release of Hazardous Materials on or from any property currently or formerly
      owned or operated by the Borrower or the Subsidiaries, or any Environmental
      Liability related in any way to the Borrower or the Subsidiaries, provided that such
      indemnity shall not, as to any Indemnitee, be available to the extent that
      such
      losses, claims, damages, liabilities or related expenses are determined by
      a
      court of competent jurisdiction by final and nonappealable judgment to have
      resulted from (i) the willful misconduct or gross negligence of such Indemnitee
      or (ii) a claim brought by the Borrower or any Obligor against such Indemnitee
      for breach in bad faith of such Indemnitee’s obligations under this Agreement or
      the other Loan Documents, if the Borrower or such Obligor has obtained a final
      and nonappealable judgment in its favor on such claim as determined by a court
      of competent jurisdiction.

     

    The
      Borrower shall not be liable to any Indemnitee for any special, indirect,
      consequential or punitive damages arising out of, in connection with, or as
      a
      result of the Transactions asserted by an Indemnitee against the Borrower or
      any
      other Obligor, provided that the foregoing limitation shall not be deemed to
      impair or affect the Obligations of the Borrower under the preceding provisions
      of this subsection.

     

    (c)  Reimbursement
      by
      Lenders.  To the extent that the Borrower fails to pay any
      amount required to be paid by it to the Administrative Agent, the Issuing Bank
      or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender
      severally agrees to pay to the Administrative Agent, the Issuing Bank or the
      Swingline Lender, as the case may be, such Lender’s pro rata share (determined
      as of the time that the

     

    


    
      
        
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    applicable
      unreimbursed expense or indemnity payment is sought) of such unpaid amount,
      provided that the
      unreimbursed expense or indemnified loss, claim, damage, liability or related
      expense, as the case may be, was incurred by or asserted against the
      Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity
      as such.  For purposes hereof, a Lender’s “pro rata share” shall be
      determined based upon (i) in the case of unpaid amounts owing to the
      Administrative Agent, such Lender’s share of the aggregate Revolving Credit
      Exposures, outstanding Term Loans and unused Commitments at such time and (ii)
      in the case of unpaid amounts owing to the Issuing Bank or the Swingline Lender,
      such Lender’s share of the aggregate Revolving Credit Exposure and unused
      Revolving Commitments at such time.

     

    (d)  Waiver
      of Consequential Damages,
      Etc.  To the extent permitted by applicable law, the Borrower
      shall not assert, and hereby waives, any claim against any Indemnitee, on any
      theory of liability, for special, indirect, consequential or punitive damages
      (as opposed to direct or actual damages) arising out of, in connection with,
      or
      as a result of, this Agreement or any agreement or instrument contemplated
      hereby, the Transactions, any Loan or Letter of Credit or the use of the
      proceeds thereof.

     

    (e)  Payments.  All
      amounts due under this Section shall be payable promptly after written demand
      therefor.

     

    SECTION
      9.04.  Successors
      and
      Assigns.

     

    (a)  Assignments
      Generally.  The provisions of this Agreement shall be binding
      upon and inure to the benefit of the parties hereto and their respective
      successors and assigns permitted hereby (including any Affiliate of the Issuing
      Bank that issues any Letter of Credit), except that (i) the Borrower may not
      assign or otherwise transfer any of its rights or obligations hereunder without
      the prior written consent of each Lender (and any attempted assignment or
      transfer by the Borrower without such consent shall be null and void) and (ii)
      no Lender may assign or otherwise transfer its rights or obligations hereunder
      except in accordance with this Section.  Nothing in this Agreement,
      expressed or implied, shall be construed to confer upon any Person (other than
      the parties hereto, their respective successors and assigns permitted hereby
      (including any Affiliate of the Issuing Bank that issues any Letter of Credit)
      and, to the extent expressly contemplated hereby, the Related Parties of each
      of
      the Administrative Agent, the Issuing Banks and the Lenders) any legal or
      equitable right, remedy or claim under or by reason of this
      Agreement.

     

    (b)  Assignments
      by
      Lenders.

     

    (i)   Assignments
      Generally.  Subject to the conditions set forth in clause (ii)
      below, any Lender may assign to one or more assignees all or a portion of its
      rights and obligations under this Agreement (including all or a portion of
      its
      Commitments and the Loans and LC Exposure at the time owing to it) with the
      prior written consent (such consent not to be unreasonably withheld or delayed)
      of:

     

    


    
      
        
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    (A)           
      the Borrower, provided that no consent of the Borrower shall be required for
      an
      assignment to a Lender or an Affiliate of a Lender or, if an Event of Default
      has occurred and is continuing, any other assignee;

     

                            
      (B)            the
      Administrative Agent, provided that no consent
      of the Administrative Agent shall be required for an assignment of all or any
      portion of a Term Loan to a Lender or an Affiliate of a Lender;
      and

     

                             (C)           
      each of the Issuing Bank and the Swingline Lender, provided that no consent
      of either the Issuing Bank or the Swingline Lender shall be required for an
      assignment of all or any portion of a Term Loan.

     

    (ii)          
         Certain
      Conditions to Assignments.  Assignments shall be subject to the
      following additional conditions:

     

                            
      (A)            except in
      the case of an assignment to a Lender or an Affiliate of a Lender or an
      assignment of the entire remaining amount of the assigning Lender’s Commitment
      or Loans and LC Exposure of a Class, the amount of the Commitment or Loans
      and
      LC Exposure of such Class of the assigning Lender subject to each such
      assignment (determined as of the date the Assignment and Assumption with respect
      to such assignment is delivered to the Administrative Agent) shall not be less
      than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent
      otherwise consent, provided that no such consent of the Borrower shall be
      required if an Event of Default has occurred and is
      continuing;

     

                             (B)           
      each partial assignment of any Class of Commitments or Loans and LC Exposure
      shall be made as an assignment of a proportionate part of all the assigning
      Lender’s rights and obligations under this Agreement in respect of such Class of
      Commitments, Loans and LC Exposure;

     

                            
      (C)            the
      parties to each assignment shall execute and deliver to the Administrative
      Agent
      an Assignment and Assumption in substantially the form of Exhibit A hereto,
      together with a processing and recordation fee of U.S. $3,500 (which fee shall
      not be payable in connection with an assignment to a Lender or to an Affiliate
      of a Lender or an Approved Fund), for which the Borrower and the Guarantors
      shall not be obligated; and

     

                            
      (D)            the
      assignee, if it shall not already be a Lender of the applicable Class, shall
      deliver to the Administrative Agent an Administrative
      Questionnaire.

     

    (iii)           
      Effectiveness of
      Assignments.  Subject to acceptance and recording thereof
      pursuant to paragraph (c) of this Section, from and after the effective date
      specified in each Assignment and Assumption the assignee thereunder shall be
      a
      party hereto and, to the extent of the interest assigned by such Assignment
      and
      Assumption, have the rights and obligations of a Lender under this Agreement,
      and the assigning Lender thereunder shall, to the extent of the interest
      assigned by such Assignment and Assumption, be released from its obligations
      under this Agreement (and, in the case of an Assignment and Assumption covering
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    rights
      and obligations under this Agreement, such Lender shall cease to be a party
      hereto but shall continue to be entitled to the benefits of Sections 2.14,
      2.15,
      2.16 and 9.03 with respect to facts and circumstances occurring prior to the
      effective date of such assignment).  Any assignment or transfer by a
      Lender of rights or obligations under this Agreement that does not comply with
      this Section 9.04 shall be treated for purposes of this Agreement as a sale
      by
      such Lender of a participation in such rights and obligations in accordance
      with
      paragraph (e) of this Section.

     

    (c)  Maintenance
      of Registers by
      Administrative Agent.  The Administrative Agent, acting for
      this purpose as an agent of the Borrower, shall maintain at one of its offices
      in New York City a copy of each Assignment and Assumption delivered to it and
      a
      register for the recordation of the names and addresses of the Lenders, and
      the
      Commitments of, and principal amount of the Loans and LC Disbursements owing
      to,
      each Lender pursuant to the terms hereof from time to time (the “Registers” and each
      individually, a “Register”).  The
      entries in the Registers shall be conclusive, and the Borrower, the
      Administrative Agent, the Issuing Bank and the Lenders may treat each Person
      whose name is recorded in the Registers pursuant to the terms hereof as a Lender
      hereunder for all purposes of this Agreement, notwithstanding notice to the
      contrary.  The Registers shall be available for inspection by the
      Borrower, the Issuing Bank and any Lender, at any reasonable time and from
      time
      to time upon reasonable prior notice.

     

    (d)  Acceptance
      of Assignments by
      Administrative Agent.  Upon its receipt of a duly completed
      Assignment and Assumption executed by an assigning Lender and an assignee,
      the
      assignee’s completed Administrative Questionnaire (unless the assignee shall
      already be a Lender hereunder), the processing and recordation fee referred
      to
      in paragraph (b) of this Section and any written consent to such assignment
      required by paragraph (b) of this Section, the Administrative Agent shall accept
      such Assignment and Assumption and record the information contained therein
      in
      the Register.  No assignment shall be effective for purposes of this
      Agreement unless it has been recorded in the Register as provided in this
      paragraph.

     

    (e)  Special
      Purposes
      Vehicles.  Notwithstanding anything to the contrary contained
      herein, any Lender (a “Granting Lender”) may
      grant to a special purpose funding vehicle (an “SPC”) owned or
      administered by such Granting Lender, identified as such in writing from time
      to
      time by the Granting Lender to the Administrative Agent and the Borrower, the
      option to provide all or any part of any Loan that such Granting Lender would
      otherwise be obligated to make, provided that (i) nothing
      herein shall constitute a commitment to make any Loan by any SPC, (ii) if an
      SPC
      elects not to exercise such option or otherwise fails to provide all or any
      part
      of such Loan, the Granting Lender shall, subject to the terms of this Agreement,
      make such Loan pursuant to the terms hereof, (iii) the rights of any such SPC
      shall be derivative of the rights of the Granting Lender, and such SPC shall
      be
      subject to all of the restrictions upon the Granting Lender herein contained,
      and (iv) no SPC shall be entitled to the benefits of Sections 2.14 (or any
      other
      increased costs protection provision), 2.15 or 2.16.  Each SPC shall
      be conclusively presumed to have made arrangements with its Granting Lender
      for
      the exercise of voting and other rights hereunder in a manner which is
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    SPC,
      the Administrative Agent, the Lenders and the Borrower, and each of the
      Administrative Agent, the Lenders and the Obligors shall be entitled to rely
      upon and deal solely with the Granting Lender with respect to Loans made by
      or
      through its SPC.  The making of a Loan by an SPC hereunder shall
      utilize the Commitment of the Granting Lender to the same extent, and as if,
      such Loan were made by the Granting Lender.

     

    Each
      party hereto hereby agrees (which agreement shall survive the termination of
      this Agreement) that, prior to the date that is one year and one day after
      the
      payment in full of all outstanding senior indebtedness of any SPC, it will
      not
      institute against, or join any other person in instituting against, such SPC,
      any bankruptcy, reorganization, arrangement, insolvency or liquidation
      proceedings or similar proceedings under the laws of the United States or any
      State thereof, in respect of claims arising out of this Agreement, provided that the Granting
      Lender for each SPC hereby agrees to indemnify, save and hold harmless each
      other party hereto for any loss, cost, damage and expense arising out of their
      inability to institute any such proceeding against its SPC.  In
      addition, notwithstanding anything to the contrary contained in this Section,
      any SPC may (i) without the prior written consent of the Borrower and the
      Administrative Agent and without paying any processing fee therefor, assign
      all
      or a portion of its interests in any Loans to its Granting Lender or to any
      financial institutions providing liquidity and/or credit facilities to or for
      the account of such SPC to fund the Loans made by such SPC or to support the
      securities (if any) issued by such SPC to fund such Loans (but nothing contained
      herein shall be construed in derogation of the obligation of the Granting Lender
      to make Loans hereunder), provided that neither
      the
      consent of the SPC or of any such assignee shall be required for amendments
      or
      waivers hereunder except for those amendments or waivers for which the consent
      of participants is required under paragraph (f) below, and (ii) disclose on
      a
      confidential basis (in the same manner described in Section 9.13(b)) any
      non-public information relating to its Loans to any rating agency, commercial
      paper dealer or provider of a surety, guarantee or credit or liquidity
      enhancement to such SPC.

     

    (f)  Participations.  Any
      Lender may sell participations to one or more banks or other entities (a “Participant”) in all or a
      portion of such Lender’s rights and obligations under this Agreement and the
      other Loan Documents (including all or a portion of its Commitments and the
      Loans and LC Disbursements owing to it), provided that (i) such
      Lender’s obligations under this Agreement and the other Loan Documents shall
      remain unchanged, (ii) such Lender shall remain solely responsible to the other
      parties hereto for the performance of such obligations and (iii) the Borrower,
      the Administrative Agent, the Issuing Bank and the other Lenders shall continue
      to deal solely and directly with such Lender in connection with such Lender’s
      rights and obligations under this Agreement and the other Loan
      Documents.  Any agreement or instrument pursuant to which a Lender
      sells such a participation shall provide that such Lender shall retain the
      sole
      right to enforce this Agreement and the other Loan Documents and to approve
      any
      amendment, modification or waiver of any provision of this Agreement or any
      other Loan Document, provided that such
      agreement or instrument may provide that such Lender will not, without the
      consent of the Participant, agree to any amendment, modification or waiver
      described in the first proviso to Section 9.02(b) that affects such
      Participant.  Subject to paragraph (g) of this Section, the
      Borrower

     

    


    
      
        
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    agrees
      that each Participant shall be entitled to the benefits of Sections 2.14, 2.15
      and 2.16 to the same extent as if it were a Lender and had acquired its interest
      by assignment pursuant to paragraph (b) of this Section.  To the
      extent permitted by law, each Participant also shall be entitled to the benefits
      of Section 9.08 as though it were a Lender, provided such Participant
      agrees to be subject to Section 2.17(d) as though it were a Lender
      hereunder.

     

    (g)  Limitations
      on Rights of
      Participants.  A Participant shall not be entitled to receive
      any greater payment under Section 2.14, 2.15 or 2.16 than the applicable Lender
      would have been entitled to receive with respect to the participation sold
      to
      such Participant, unless the sale of the participation to such Participant
      is
      made with the Borrower’s prior written consent.  A Participant that
      would be a Foreign Lender if it were a Lender shall not be entitled to the
      benefits of Section 2.16 unless the sale of the participation to such
      Participant is made with the Borrower’s prior written consent and such
      Participant agrees, for the benefit of the Borrower, to comply with paragraphs
      (e) and (f) of Section 2.16 as though it were a Lender and in the case of a
      Participant claiming exemption for portfolio interest under Section 871(h)
      or
      881(c) of the Code, the applicable Lender shall provide the Borrower with
      satisfactory evidence that the participation is in registered form and shall
      permit the Borrower to review such register as reasonably needed for the
      Borrower to comply with its obligations under applicable laws and
      regulations.

     

    (h)  Certain
      Pledges.  Any Lender may at any time pledge or assign a
      security interest in all or any portion of its rights under this Agreement
      to
      secure obligations of such Lender, including any such pledge or assignment
      to a
      Federal Reserve Bank, and this Section shall not apply to any such pledge or
      assignment of a security interest, provided that no such
      pledge or assignment of a security interest shall release a Lender from any
      of
      its obligations hereunder or substitute any such assignee for such Lender as
      a
      party hereto.

     

    (i)  No
      Assignments to the Borrower or
      Affiliates.  Anything in this Section to the contrary
      notwithstanding, no Lender may assign or participate any interest in any Loan
      or
      LC Exposure held by it hereunder to the Borrower or any of its Affiliates or
      Subsidiaries without the prior consent of each Lender.

     

    SECTION
      9.05.  Survival.  All
      covenants, agreements, representations and warranties made by the Borrower
      herein and in the certificates or other instruments delivered in connection
      with
      or pursuant to this Agreement shall be considered to have been relied upon
      by
      the other parties hereto and shall survive the execution and delivery of this
      Agreement and the making of any Loans and issuance of any Letters of Credit,
      regardless of any investigation made by any such other party or on its behalf
      and notwithstanding that the Administrative Agent, the Issuing Bank or any
      Lender may have had notice or knowledge of any Default or incorrect
      representation or warranty at the time any credit is extended hereunder, and
      shall continue in full force and effect as long as the principal of or any
      accrued interest on any Loan or any fee or any other amount payable under this
      Agreement is outstanding and unpaid or any Letter of Credit is outstanding
      and
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    provisions
      of Sections 2.14, 2.15, 2.16 and 9.03 and Article VIII shall survive and remain
      in full force and effect regardless of the consummation of the transactions
      contemplated hereby, the repayment of the Loans, the expiration or termination
      of the Letters of Credit and the Commitments or the termination of this
      Agreement or any provision hereof.

     

    SECTION
      9.06.  Counterparts;
      Integration; Effectiveness;
      Electronic Execution.

     

    (a)  Counterparts;
      Integration;
      Effectiveness.  This Agreement may be executed in counterparts
      (and by different parties hereto on different counterparts), each of which
      shall
      constitute an original, but all of which when taken together shall constitute
      a
      single contract.  This Agreement and any separate letter agreements
      with respect to fees payable to the Administrative Agent constitute the entire
      contract between and among the parties relating to the subject matter hereof and
      supersede any and all previous agreements and understandings, oral or written,
      relating to the subject matter hereof.  Except as provided in Section
      4.01, this Agreement shall become effective when it shall have been executed
      by
      the Administrative Agent and when the Administrative Agent shall have received
      counterparts hereof which, when taken together, bear the signatures of each
      of
      the other parties hereto, and thereafter shall be binding upon and inure to
      the
      benefit of the parties hereto and their respective successors and
      assigns.  Delivery of an executed counterpart of a signature page to
      this Agreement by telecopy shall be effective as delivery of a manually executed
      counterpart of this Agreement.

     

    (b)  Electronic
      Execution of
      Assignments.  The words “execution,” “signed,” “signature,” and
      words of like import in any Assignment and Assumption shall be deemed to include
      electronic signatures or the keeping of records in electronic form, each of
      which shall be of the same legal effect, validity or enforceability as a
      manually executed signature or the use of a paper-based recordkeeping system,
      as
      the case may be, to the extent and as provided for in any applicable law,
      including the Federal Electronic Signatures in Global and National Commerce
      Act,
      the New York State Electronic Signatures and Records Act, or any other similar
      state laws based on the Uniform Electronic Transactions Act.

     

    SECTION
      9.07.  Severability.  Any
      provision of this Agreement held to be invalid, illegal or unenforceable in
      any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such invalidity, illegality or unenforceability without affecting the validity,
      legality and enforceability of the remaining provisions hereof; and the
      invalidity of a particular provision in a particular jurisdiction shall not
      invalidate such provision in any other jurisdiction.

     

    SECTION
      9.08.  Right
      of Setoff.  If
      an Event of Default shall have occurred and be continuing, each Lender and
      each
      of its Affiliates is hereby authorized at any time and from time to time, to
      the
      fullest extent permitted by law, to set off and apply any and all deposits
      (general or special, time or demand, provisional or final) at any time held
      and
      other obligations at any time owing by such Lender or Affiliate to or for the
      credit or the account of the Borrower against any of and all the obligations
      of
      the Borrower now or hereafter existing under this Agreement held by such
      Lender,

     

    


    
      
        
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     irrespective
      of whether or not such Lender shall have made any demand under this Agreement
      and although such obligations may be unmatured.  The rights of each
      Lender under this Section are in addition to other rights and remedies
      (including other rights of setoff) which such Lender may have.

     

    SECTION
      9.09.  Governing
      Law; Jurisdiction;
      Etc.

     

    (a)  Governing
      Law.  This Agreement shall be construed in accordance with and
      governed by the law of the State of New York.

     

    (b)  Submission
      to
      Jurisdiction.  The Borrower hereby irrevocably and
      unconditionally submits, for itself and its property, to the nonexclusive
      jurisdiction of the Supreme Court of the State of New York sitting in New York
      County and of the United States District Court of the Southern District of
      New
      York, and any appellate court from any thereof, in any action or proceeding
      arising out of or relating to this Agreement, or for recognition or enforcement
      of any judgment, and each of the parties hereto hereby irrevocably and
      unconditionally agrees that all claims in respect of any such action or
      proceeding may be heard and determined in such New York State or, to the extent
      permitted by law, in such Federal court.  Each of the parties hereto
      agrees that a final judgment in any such action or proceeding shall be
      conclusive and may be enforced in other jurisdictions by suit on the judgment
      or
      in any other manner provided by law.  Nothing in this Agreement shall
      affect any right that the Administrative Agent, the Issuing Bank or any Lender
      may otherwise have to bring any action or proceeding relating to this Agreement
      against the Borrower or its properties in the courts of any
      jurisdiction.

     

    (c)  Waiver
      of
      Venue.  The Borrower hereby irrevocably and unconditionally
      waives, to the fullest extent it may legally and effectively do so, any
      objection which it may now or hereafter have to the laying of venue of any
      suit,
      action or proceeding arising out of or relating to this Agreement in any court
      referred to in paragraph (b) of this Section.  Each of the parties
      hereto hereby irrevocably waives, to the fullest extent permitted by law, the
      defense of an inconvenient forum to the maintenance of such action or proceeding
      in any such court.

     

    (d)  Service
      of
      Process.  Each party to this Agreement irrevocably consents to
      service of process in the manner provided for notices in Section
      9.01.  Nothing in this Agreement will affect the right of any party to
      this Agreement to serve process in any other manner permitted by
      law.

     

    SECTION
      9.10.  WAIVER
      OF JURY
      TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
      EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY
      IN
      ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
      AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT,
      TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO
      REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
      OR 

     

    


    
      
        
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    OTHERWISE,
      THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE
      THE
      FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO
      HAVE
      BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
      WAIVERS AND CERTIFICATIONS IN THIS SECTION.

     

    SECTION
      9.11.  Judgment
      Currency.  This is an international loan transaction in
      which the specification of Dollars or any Foreign Currency, as the case may
      be
      (the “Specified
      Currency”), and payment in New York City or the country of the Specified
      Currency, as the case may be (the “Specified Place”), is of
      the essence, and the Specified Currency shall be the currency of account in
      all
      events relating to Loans denominated in the Specified Currency.  The
      payment obligations of the Borrower under this Agreement shall not be discharged
      or satisfied by an amount paid in another currency or in another place, whether
      pursuant to a judgment or otherwise, to the extent that the amount so paid
      on
      conversion to the Specified Currency and transfer to the Specified Place under
      normal banking procedures does not yield the amount of the Specified Currency
      at
      the Specified Place due hereunder.  If for the purpose of obtaining
      judgment in any court it is necessary to convert a sum due hereunder in the
      Specified Currency into another currency (the “Second Currency”), the
      rate of exchange that shall be applied shall be the rate at which in accordance
      with normal banking procedures the Administrative Agent could purchase the
      Specified Currency with the Second Currency on the Business Day next preceding
      the day on which such judgment is rendered.  The obligation of the
      Borrower in respect of any such sum due from it to the Administrative Agent
      or
      any Lender hereunder or under any other Loan Document (in this Section called
      an
“EntitledPerson”)
      shall,
      notwithstanding the rate of exchange actually applied in rendering such
      judgment, be discharged only to the extent that on the Business Day following
      receipt by such Entitled Person of any sum adjudged to be due hereunder in
      the
      Second Currency such Entitled Person may in accordance with normal banking
      procedures purchase and transfer to the Specified Place the Specified Currency
      with the amount of the Second Currency so adjudged to be due; and the Borrower
      hereby, as a separate obligation and notwithstanding any such judgment, agrees
      to indemnify such Entitled Person against, and to pay such Entitled Person
      on
      demand, in the Specified Currency, the amount (if any) by which the sum
      originally due to such Entitled Person in the Specified Currency hereunder
      exceeds the amount of the Specified Currency so purchased and
      transferred.

     

    SECTION
      9.12.  Headings.  Article
      and Section headings and the Table of Contents used herein are for convenience
      of reference only, are not part of this Agreement and shall not affect the
      construction of, or be taken into consideration in interpreting, this
      Agreement.

     

    SECTION
      9.13.  Treatment
      of Certain Information;
      Confidentiality.

     

    (a)  Treatment
      of Certain
      Information.  The Borrower acknowledges that from time to time
      financial advisory, investment banking and other services may be offered or
      provided to the Borrower or one or more of its Subsidiaries (in connection
      with
      this Agreement or otherwise) by any Lender or by one or more subsidiaries or
      affiliates of such Lender and the Borrower hereby authorizes each Lender to
      share any information

     

    


    
      
        
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    delivered
      to such Lender by the Borrower and its Subsidiaries pursuant to this Agreement,
      or in connection with the decision of such Lender to enter into this Agreement,
      to any such subsidiary or affiliate, it being understood that any such
      subsidiary or affiliate receiving such information shall be bound by the
      provisions of paragraph (b) of this Section as if it were a Lender
      hereunder.  Such authorization shall survive the repayment of the
      Loans, the expiration or termination of the Letters of Credit and the
      Commitments or the termination of this Agreement or any provision
      hereof.

     

    (b)  Confidentiality.  Each
      of the Administrative Agent, the Lenders and the Issuing Bank agrees to maintain
      the confidentiality of the Information (as defined below), except that
      Information may be disclosed (a) to its Affiliates and to its and its
      Affiliates’ respective partners, directors, officers, employees, agents,
      advisors and other representatives (it being understood that the Persons to
      whom
      such disclosure is made will be informed of the confidential nature of such
      Information and instructed to keep such Information confidential), (b) to the
      extent requested by any regulatory authority purporting to have jurisdiction
      over it (including any self-regulatory authority), (c) to the extent required
      by
      applicable laws or regulations or by any subpoena or similar legal process,
      (d)
      to any other party hereto, (e) in connection with the exercise of any remedies
      hereunder or under any other Loan Document or any action or proceeding relating
      to this Agreement or any other Loan Document or the enforcement of rights
      hereunder or thereunder, (f) subject to an agreement containing provisions
      substantially the same as those of this Section, to (x) any assignee of or
      Participant in, or any prospective assignee of or Participant in, any of its
      rights or obligations under this Agreement or (y) any actual or prospective
      counterparty (or its advisors) to any swap or derivative transaction relating
      to
      the Borrower and its obligations, (g) with the consent of the Borrower, (h)
      to
      the extent such Information (x) becomes publicly available other than as a
      result of a breach of this Section or (y) becomes available to the
      Administrative Agent, any Lender, the Issuing Bank or any of their respective
      Affiliates on a nonconfidential basis from a source other than the Borrower,
      (i)
      to Gold
      Sheets and other
      similar bank trade publications; such information to consist of deal terms
      and
      other information regarding the credit facilities evidenced by this Agreement
      customarily found in such publications, (j) to a Person that is an investor
      or
      prospective investor in a Securitization (as defined below) that agrees that
      its
      access to information regarding the Borrower and the Loans is solely for
      purposes of evaluating an investment in such Securitization, (k) to a Person
      that is a trustee, collateral manager, servicer, noteholder or secured party
      in
      a Securitization in connection with the administration, servicing and reporting
      on the assets serving as collateral for such Securitization, or (l) to a
      nationally recognized rating agency that requires access to information
      regarding the Loan Parties, the Loans and Loan Documents in connection with
      ratings issued with respect to a Securitization.  For purposes of this
      Section, “Securitization” means a
      public or private offering by a Lender or any of its Affiliates or their
      respective successors and assigns, of securities which represent an interest
      in,
      or which are collateralized, in whole or in part, by the Loans or the Loan
      Documents.

     

    For
      purposes of this Section, “Information” means all
      information received from the Borrower or any of its Subsidiaries relating
      to
      the Borrower or any of its Subsidiaries or any of their respective businesses,
      other than any such information that is available to the Administrative Agent,
      any Lender or the Issuing Bank on a

     

    


    
      
        
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     nonconfidential
      basis prior to disclosure by the Borrower or any of its Subsidiaries, provided that, in the
      case
      of information received from the Borrower or any of its Subsidiaries after
      the
      Effective Date, such information is clearly identified at the time of delivery
      as confidential.  Any Person required to maintain the confidentiality
      of Information as provided in this Section shall be considered to have complied
      with its obligation to do so if such Person has exercised the same degree of
      care to maintain the confidentiality of such Information as such Person would
      accord to its own confidential information.

     

    SECTION
      9.14.  USA
      PATRIOT
      Act.  Each Lender hereby notifies the Borrower that
      pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56
      (signed into law October 26, 2001)), it is required to obtain, verify and record
      information that identifies the Borrower, which information includes the name
      and address of the Borrower and other information that will allow such Lender
      to
      identify the Borrower in accordance with said Act.

     

    SECTION
      9.15.  Existing
      Credit Agreement; Effectiveness of
      Amendment and Restatement; No Novation.  Until this
      Agreement becomes effective in accordance with the terms provided herein, the
      Existing Credit Agreement shall remain in full force and effect and shall not
      affected hereby.  After the Restatement Effective Date, all
      obligations of the Borrower under the Existing Credit Agreement shall become
      obligations of the Borrower hereunder and the provisions of the Existing Credit
      Agreement shall be superseded by the provisions hereof.  This
      Agreement shall not extinguish the Loans outstanding under the Existing Credit
      Agreement.  Nothing herein contained shall be construed as a
      substitution or novation of the Loans outstanding under the Existing Credit
      Agreement, which shall remain outstanding after the Restatement Effective Date
      as modified hereby.  Notwithstanding any provision of this Agreement,
      the provisions of Sections 2.14, 2.15, 2.16 and 9.03 of the Existing Credit
      Agreement as in effect immediately prior to the Restatement Effective Date will
      continue to be effective as to all matters arising out of or in any way related
      to facts or events existing or occurring prior to the Restatement Effective
      Date.

     

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    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed by their authorized officers as of the day and year first above
      written.

    
 

    
      	 	
              BLACKROCK
                KELSO CAPITAL CORPORATION,

               

            
	 	
                  
                By:

            	
              /s/
                Michael Lazar

            
	 	 	
              Name:
                Michael Lazar

            
	 	 	
               
                Title: Chief Operating
                Officer

            


    

     

     

     

     

    
      
        
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                                                                                             LENDERS:

     

     

    
      
        	 	
                CITIBANK,
                  N.A., individually and as Administrative Agent,

                
                

              
	 	
                   By:

              	
                
                  /s/
                    Maureen P. Maroney

                

              
	 	 	
                Name:
                  Maureen P. Maroney

              
	 	 	
                Title:
                  Authorized Signatory

              
	 	 	 
	 	 	 
	 	
                JPMORGAN
                  CHASE BANK, N.A., INDIVIDUALLY AND AS SYNDICATION AGENT,

                
                

              
	 	
                   By:

              	
                /s/
                  Richard J. Poworoznek

              
	 	 	
                Name:
                  Richard J. Poworoznek

              
	 	 	
                Executive
                  Director

              
	 	 	 
	 	 	 
	 	
                WACHOVIA
                  BANK, NATIONAL ASSOCIATION, INDIVIDUALLY AND AS DOCUMENTATION
                  AGENT,

                
                

              
	 	
                   By:

              	
                /s/
                  Kimberley Shaffer

              
	 	 	
                Name:
                  Kimberley Shaffer

              
	 	 	
                Managing
                  Director

              
	 	 	 
	 	 	 
	 	
                MERRILL
                  LYNCH CAPITAL CORPORATION,

                
                

              
	 	
                   By:

              	
                /s/
                  John C. Rowland

              
	 	 	
                Name:
                  John C. Rowland

              
	 	 	
                Vice
                  President

              
	 	 	 
	 	 	 
	 	
                BEAR
                  STEARNS CORPORATE LENDING INC.,

                
                

              
	 	
                  
                  By:

              	
                /s/
                  Stephen G. O’Keefe

              
	 	 	
                Name:
                  Stephen G. O’Keefe

              
	 	 	
                Authorized
                  Signatory

              


      

       

    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	
              UBS
                LOAN FINANCE LLC,

              
              

            
	 	
                 By:

            	
              /s/
                David B. Julie

            
	 	 	
              Name:
                David B. Julie

            
	 	 	
              Title:
                Associate Director

            
	 	 	 
	 	
                 By:

            	
              /s/
                Marie A. Haddad

            
	 	 	
              Name:
                Marie A. Haddad

            
	 	 	
              Title:
                Associate Director

            
	 	 	 
	 	 	 
	 	 	 
	 	
              CREDIT
                SUISSE, CAYMAN ISLANDS BRANCH,

              
              

            
	 	
                 By:

            	
              /s/
                Jay Chall

            
	 	 	
              Name:
                Jay Chall

            
	 	 	
              Title:
                Director

            
	 	
                 By:

            	
              /s/
                Markus Frenzen

            
	 	 	
              Name:
                Markus Frenzen

            
	 	 	
              Title:
                Assistant Vice President

            
	 	 	 
	 	 	 
	 	 	 
	 	
              KBC
                BANK N.V.,

              
              

            
	 	
                 By:

            	
              
                /s/
                  Wei-Chun Wang

              

            
	 	 	
              Name:
                Wei-Chun Wang

            
	 	 	
              Title:
                Assistant Vice President

            
	 	
                 By:

            	
              /s/
                Sandra T. Johnson

            
	 	 	
              Name:
                Sandra T. Johnson

            
	 	 	
              Title:
                First Vice President

            
	 	 	 
	 	 	 
	 	
              NATIXIS,
                NEW YORK BRANCH,

              
              

            
	 	
                 By:

            	
              /s/
                Raymond D. Meyer

            
	 	 	
              Name:
                Raymond D. Meyer

            
	 	 	
              Title:
                Director

            
	 	
                 By:

            	
              /s/
                Lily Cheung

            
	 	 	
              Name:
                Lily Cheung

            
	 	 	
              Title:
                Director