EX-4.3(C) Master Credit Agreement






Exhibit 4.3(c)




THIRD AMENDMENT TO MASTER CREDIT AGREEMENT




     This
THIRD AMENDMENT TO MASTER CREDIT AGREEMENT (this
“Amendment”), dated as of November 21, 2011
(the “Effective Date”), is made by and among Belcrest Capital Fund LLC (“Belcrest”), Belport
Capital Fund LLC (“Belport”), Belrose Capital Fund LLC (“Belrose”), Belshire Capital Fund LLC
(“Belshire”), Belterra Capital Fund LLC (“Belterra”), Belvedere Equity Fund LLC (“Belvedere,” and
collectively with Belcrest, Belport, Belrose, Belshire, and Belterra,
the  “Borrowers”, and each
individually a “Borrower”), Bank of America, N.A., London Branch (“BANA”), the other lending
institutions, if any, which are or may become, parties thereto (collectively with BANA, “Lenders”)
and Bank of America, N.A., London Branch, as Administrative Agent for Lenders (“Administrative
Agent”). Capitalized terms used but not defined herein shall have the meanings assigned in the
Master Credit Agreement referenced below.



WITNESSETH:





	1.	 	Borrowers entered into a Master Credit Agreement, dated as of December 21, 2009, by and among
Borrowers, Lenders, and Administrative Agent (as amended by that certain First Amendment to Master
Credit Agreement, dated as of March 24, 2011 and that certain Second Amendment to Master Credit
Agreement, dated as of August 26, 2011, the “Master Credit Agreement”).






	2.	 	Each Borrower, Lenders, and Administrative Agent have agreed to amend certain provisions of the
Master Credit Agreement and the Facility Documents upon the following terms and conditions.





     NOW THEREFORE, FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, each
Borrower, Lenders, and Administrative Agent hereto agree to amend the Master Credit Agreements,
with respect to such Borrower’s separate agreement (in accordance with the “Separate Agreement
Provisions” of the Master Credit Agreement), as of the Effective Date as follows:


1. Amendments to Master Credit Agreement.




     1.1.
The definition of “Master Facility Limit” in Section 1.01 of the Master Credit
Agreement is hereby deleted and replaced with the following definition:



     “Master Facility Limit” means $804,000,000.



     1.2. The chart on Schedule I to the Master Credit Agreement is hereby deleted and
replaced in its entirety with the following:



	 	 	 	 	 
	Borrower	 	Facility Limit
	Belcrest Capital Fund LLC
	 	$	135,000,000	 
	Belport Capital Fund LLC
	 	$	133,000,000	 
	Belrose Capital Fund LLC
	 	$	121,000,000	 
	Belshire Capital Fund LLC
	 	$	135,000,000	 
	Belterra Capital Fund LLC
	 	$	205,000,000	 
	Belvedere Equity Fund LLC
	 	$	75,000,000	 
	TOTAL
	 	$	804,000,000	 






 









 





2. Amendments to Other Facility Documents.




     2.1. All references in the Facility Documents to the Master Credit Agreement shall
henceforth include references to the Master Credit Agreement as modified and amended
hereby, and as may, from time to time, be further amended, modified, extended, renewed,
and/or increased.



     2.2. Any and all of the terms and provisions of the Facility Documents (other than the
Control Agreement and Custody Agreement) are hereby amended and modified wherever
necessary, even though not specifically addressed herein, so as to conform to the
amendments and modifications set forth herein.



     2.3. For the avoidance of doubt, interest and fees that have accrued under the Master
Credit agreement prior to the date hereof shall be calculated in accordance with the Master
Credit Agreement in effect immediately prior to the date hereof.


3. Conditions Precedent. This Amendment shall not be effective with respect to any Borrower unless
and until (a) Administrative Agent receives duly executed counterparts of this Amendment by each
Borrower, (b) Administrative Agent receives payments from each applicable Borrower on the Loans of
such Borrower, together with any outstanding interest on the principal amounts repaid, to the
extent necessary to cause the Total Loan Amounts for such Borrower to be less than or equal to the
Facility Limit of such Borrower set forth in the Master Credit Agreement, as amended hereby, (c)
Administrative Agent receives certified amendments and supplements to the Organization Documents of
Borrowers and Manager since August 26, 2011, or a certificate of Borrower and Manager certifying
that the Organization Documents of Borrowers and Manager have not been amended or supplemented
since August 26, 2011, (d) Administrative Agent receives certified amendments and supplements to
the Organization Documents of Belvedere Capital and BMR since August 26, or a certificate of
Belvedere Capital and BMR certifying that the Organization Documents of Belvedere Capital and BMR
have not been amended or supplemented since August 26, 2011, (e) the representations and warranties
set forth in Section 6 hereof shall be true and correct as of the date hereof with respect to each
Borrower, both before and immediately after giving effect to this Amendment, and (f) no Event of
Default or Default with respect to any Borrower shall have occurred or would result after giving
effect to this Amendment.



5. Ratifications. Each Borrower does hereby (a) ratify and confirm all provisions of the Facility
Documents to which it is a party as amended by this Amendment, including, without limitation, all
provisions of the Master Credit Agreement, (b) ratify and confirm that all guaranties, assurances,
and Liens granted, conveyed, or assigned to Lender by such Borrower under the Facility Documents
are not released, reduced, or otherwise adversely affected by this Amendment and continue to
guarantee, assure, and secure full payment and performance of the present and future obligations of
such Borrower under the Facility Documents.



6. Representations. Each Borrower does hereby represent and warrant to Administrative Agent and
Lender that as of the date of this Amendment: (a) this Amendment has been duly authorized,
executed, and delivered by such Borrower; (b) no action of, or filing with, any Governmental
Authority is required to authorize, or is otherwise required in connection with, the execution,
delivery, and performance by such Borrower of this Amendment; and (c) each of the representations
and warranties with respect to such Borrower contained in the Facility Documents shall be true and
correct in all material respects as of the date hereof as of made on the date hereof, except to the
extent that such representations and warranties specifically refer to an earlier date, in which
case they shall be true and correct as of such earlier date.



7. Miscellaneous. Unless stated otherwise (a) the singular number includes the plural and vice
versa and words of any gender include each other gender, in each case, as appropriate, (b) headings
and







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captions may not be construed in interpreting provisions, (c) this Amendment shall be governed
under New York law, exclusive of its conflict of laws provisions other than Section 5-1401 of the
New York General Obligations Law, (d) if any part of this Amendment is for any reason found to be
unenforceable, all other portions of it nevertheless remain enforceable, (e) this Amendment may be
executed in any number of counterparts with the same effect as if all signatories had signed the
same document, and all of those counterparts must be construed together to constitute the same
document, and (f) delivery of an executed counterpart of a signature page of this Amendment by
facsimile shall be effective as delivery of a manually executed counterpart of this Amendment.



8. ENTIRETIES. THE MASTER CREDIT AGREEMENT AS AMENDED BY THIS AMENDMENT REPRESENTS THE FINAL AGREEMENT
BETWEEN THE PARTIES ABOUT THE SUBJECT MATTER OF THE MASTER CREDIT AGREEMENT
AS AMENDED BY THIS AMENDMENT AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE
NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.



9. Parties. This Amendment and the Facility Documents, as amended hereby, shall be binding upon
and inure to the benefit of Borrower, Administrative Agent, the Collateral Agent, and Lenders, and
their respective successors and assigns, except that Borrower may not assign or transfer any of its
rights or obligations hereunder or under the Facility Documents without the prior written consent
of Administrative Agent and Lenders.




[END OF TEXT]





3









 








     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed
and delivered by their respective officers or representatives thereunto duly authorized, as
of the date first above written.



	 	 	 	 	 	 	 

	 	 	BORROWERS:
	 
	 	 	 	 	 	 
	 	 	BELCREST CAPITAL FUND LLC,
	 	 	as Borrower
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Eaton Vance Management,	 	 
	 

	 	 	 	its Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Andrew Frenette
 

	 	 
	 

	 	 	 	Name: Andrew Frenette	 	 
	 

	 	 	 	Title: Vice President	 	 






Signature Page to Third Amendment

to Eaton Vance Credit Agreement








 









 








	 	 	 	 	 	 	 

	 	 	BELPORT CAPITAL FUND LLC,
	 	 	as Borrower
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Eaton Vance Management,	 	 
	 

	 	 	 	its Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Andrew Frenette
 

	 	 
	 

	 	 	 	Name: Andrew Frenette	 	 
	 

	 	 	 	Title: Vice President	 	 






Signature Page to Third Amendment

to Eaton Vance Credit Agreement







 









 








	 	 	 	 	 	 	 

	 	 	BELROSE CAPITAL FUND LLC,
	 	 	as Borrower
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Eaton Vance Management,	 	 
	 

	 	 	 	its Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Andrew Frenette
 

	 	 
	 

	 	 	 	Name: Andrew Frenette	 	 
	 

	 	 	 	Title: Vice President	 	 






Signature Page to Third Amendment

to Eaton Vance Credit Agreement







 









 








	 	 	 	 	 	 	 

	 	 	BELSHIRE CAPITAL FUND LLC,
	 	 	as Borrower
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Eaton Vance Management,	 	 
	 

	 	 	 	its Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Andrew Frenette
 

	 	 
	 

	 	 	 	Name: Andrew Frenette	 	 
	 

	 	 	 	Title: Vice President	 	 






Signature Page to Third Amendment

to Eaton Vance Credit Agreement







 









 








	 	 	 	 	 	 	 

	 	 	BELTERRA CAPITAL FUND LLC,
	 	 	as Borrower
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Eaton Vance Management,	 	 
	 

	 	 	 	its Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Andrew Frenette
 

	 	 
	 

	 	 	 	Name: Andrew Frenette	 	 
	 

	 	 	 	Title: Vice President	 	 






Signature Page to Third Amendment

to Eaton Vance Credit Agreement







 









 








	 	 	 	 	 	 	 

	 	 	BELVEDERE EQUITY FUND LLC,
	 	 	as Borrower
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Eaton Vance Management,	 	 
	 

	 	 	 	its Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Andrew Frenette
 

	 	 
	 

	 	 	 	Name: Andrew Frenette	 	 
	 

	 	 	 	Title: Vice President	 	 






Signature Page to Third Amendment

to Eaton Vance Credit Agreement







 









 








	 	 	 	 	 	 	 

	 	 	LENDER:
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., LONDON BRANCH,
	 	 	as Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Paul Michael
 

	 	 
	 

	 	 	 	Name: Paul Michael	 	 
	 

	 	 	 	Title: Director	 	 






Signature Page to Third Amendment

to Eaton Vance Credit Agreement







 









 








	 	 	 	 	 	 	 
	 	 	ADMINISTRATIVE AGENT:
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., LONDON BRANCH,
	 	 	as Administrative Agent
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Paul Michael
 

	 	 
	 

	 	 	 	Name: Paul Michael	 	 
	 

	 	 	 	Title: Director	 	 






Signature Page to Third Amendment

to Eaton Vance Credit Agreement







 









 








	 	 	 	 	 	 	 

	 	 	ACKNOWLEDGED BY:
	 
	 	 	 	 	 	 
	 	 	MERRILL LYNCH PROFESSIONAL
	 	 	CORPORATION, as Collateral Agent
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stephen Doran
 

	 	 
	 

	 	 	 	Name: Stephen Doran	 	 
	 

	 	 	 	Title: Managing Director	 	 






Signature Page to Third Amendment

to Eaton Vance Credit Agreement