**EXECUTION
      COPY**




**TREASURY
      SECURED REVOLVING CREDIT AGREEMENT**





**dated
      as of August 31, 2006**





**among**





**NGP
      CAPITAL RESOURCES COMPANY**


as
      Borrower





**THE
      LENDERS FROM TIME TO TIME PARTY HERETO**





**and**





**SUNTRUST
      BANK**


as
      Administrative Agent











**SUNTRUST
      CAPITAL MARKETS, INC.**


as
      Arranger and Book Manager










**TABLE
      OF CONTENTS**




PageARTICLE
                I
            DEFINITIONS;
              CONSTRUCTION
            
            1Section
                1.1.
            
            Definitions
            
            1Section
                1.2.
            
            Classifications
                of Loans and Borrowings
            
            18Section
                1.3.
            
            Accounting
                Terms and Determination
            
            18Section
                1.4.
            
            Terms
                Generally
            
            19ARTICLE
                II
            AMOUNT
              AND TERMS OF THE COMMITMENTS
            
            19Section
                2.1.
            
            General
                Description of Facilities
            
            19Section
                2.2.
            
            Treasury
                Revolving Loans
            
            19Section
                2.3.
            
            [INTENTIONALLY
                OMITTED]
            
            20Section
                2.4.
            
            Procedure
                for Borrowings
            
            20Section
                2.5.
            
            Funding
                of Borrowings
            
            20Section
                2.6.
            
            Interest
                Elections
            
            21Section
                2.7.
            
            Optional
                Reduction and Termination of Commitments
            
            22Section
                2.8.
            
            Repayment
                of Loans
            
            22Section
                2.9.
            
            Evidence
                of Indebtedness
            
            22Section
                2.10.
            
            Prepayments
            
            23Section
                2.11.
            
            Interest
                on Loans
            
            24Section
                2.12.
            
            Fees
            
            24Section
                2.13.
            
            Computation
                of Interest and Fees
            
            25Section
                2.14.
            
            Inability
                to Determine Interest Rates
            
            25Section
                2.15.
            
            Illegality
            
            25Section
                2.16.
            
            Increased
                Costs
            
            26Section
                2.17.
            
            Funding
                Indemnity
            
            27Section
                2.18.
            
            Taxes
            
            27Section
                2.19.
            
            Payments
                Generally; Pro Rata Treatment; Sharing of Set-offs
            
            29Section
                2.20.
            
            [Intentionally
                Omitted]
            
            30Section
                2.21.
            
            [Intentionally
                Omitted]
            
            30Section
                2.23.
            
            Replacement
                of Lenders
            
            30ARTICLE
                III
            CONDITIONS
              PRECEDENT TO LOANS
            
            31Section
                3.1.
            
            Conditions
                To Effectiveness
            
            31Section
                3.2.
            
            Each
                Credit Event
            
            33Section
                3.3.
            
            Delivery
                of Documents
            
            33ARTICLE
                IV
            REPRESENTATIONS
              AND WARRANTIES
            
            33Section
                4.1.
            
            Existence;
                Power
            
            33Section
                4.2.
            
            Organizational
                Power; Authorization
            
            34Section
                4.3.
            
            Governmental
                Approvals; No Conflicts
            
            34Section
                4.4.
            
            Financial
                Statements
            
            34Section
                4.5.
            
            Litigation
                and Environmental Matters
            
            34Section
                4.6.
            
            Compliance
                with Laws and Agreements
            
            35Section
                4.7.
            
            Investment
                Company Act, Etc.
            
            35Section
                4.8.
            
            Taxes
            
            35Section
                4.9.
            
            Margin
                Regulations
            
            35Section
                4.10.
            
            ERISA
            
            36









Section
                4.11.
            
            Ownership
                of Property
            
            36Section
                4.12.
            
            Disclosure
            
            36Section
                4.13.
            
            Labor
                Relations
            
            37Section
                4.14.
            
            Subsidiaries
            
            37Section
                4.15.
            
            Insolvency
            
            37Section
                4.16.
            
            OFAC
            
            37Section
                4.17.
            
            Patriot
                Act
            
            37ARTICLE
                V
            AFFIRMATIVE
              COVENANTS
            
            38Section
                5.1.
            
            Financial
                Statements and Other Information
            
            38Section
                5.2.
            
            Notices
                of Material Events
            
            39Section
                5.3.
            
            Existence;
                Conduct of Business
            
            40Section
                5.4.
            
            Compliance
                with Laws, Etc.
            
            40Section
                5.5.
            
            Payment
                of Obligations
            
            40Section
                5.6.
            
            Books
                and Records
            
            40Section
                5.7.
            
            Visitation,
                Inspection, Etc.
            
            40Section
                5.8.
            
            Maintenance
                of Properties; Insurance
            
            41Section
                5.9.
            
            Use
                of Proceeds
            
            41Section
                5.10.
            
            Maintenance
                of RIC Status and Business Development Company
            
            41Section
                5.11.
            
            Additional
                Subsidiaries; Additional Collateral
            
            41Section
                5.12.
            
            Compliance
                with Underwriting Policies
            
            41ARTICLE
                VI
            FINANCIAL
              COVENANTS
            
            42Section
                6.1.
            
            Minimum
                Asset Coverage Ratio
            
            42Section
                6.2.
            
            Minimum
                Adjusted Asset Coverage Ratio
            
            42Section
                6.3.
            
            Interest
                Coverage Ratio
            
            42Section
                6.4.
            
            Cash
                Collateral Coverage Ratio
            
            42ARTICLE
                VII
            NEGATIVE
              COVENANTS
            
            42Section
                7.1.
            
            Indebtedness
                and Preferred Equity.
            
            42Section
                7.2.
            
            Negative
                Pledge
            
            43Section
                7.3.
            
            Fundamental
                Changes
            
            44Section
                7.4.
            
            Restricted
                Payments
            
            44Section
                7.5.
            
            Sale
                of Assets
            
            45Section
                7.6.
            
            Transactions
                with Affiliates
            
            45Section
                7.7.
            
            Restrictive
                Agreements
            
            45Section
                7.8.
            
            Sale
                and Leaseback Transactions
            
            46Section
                7.9.
            
            Hedging
                Transactions
            
            46Section
                7.10.
            
            Accounting
                Changes
            
            46Section
                7.11.
            
            Amendment
                to Material Documents
            
            47Section
                7.12.
            
            Loans,
                Etc
            
            47ARTICLE
                VIII
            EVENTS
              OF DEFAULT
            
            47Section
                8.1.
            
            Events
                of Default
            
            47ARTICLE
                IX
            THE
              ADMINISTRATIVE AGENT
            
            50Section
                9.1.
            
            Appointment
                of Administrative Agent
            
            50Section
                9.2.
            
            Nature
                of Duties of Administrative Agent
            
            50Section
                9.3.
            
            Lack
                of Reliance on the Administrative Agent
            
            51Section
                9.4.
            
            Certain
                Rights of the Administrative Agent
            
            51




ii




Section
                9.5.
            
            Reliance
                by Administrative Agent
            
            51Section
                9.6.
            
            The
                Administrative Agent in its Individual Capacity
            
            51Section
                9.7.
            
            Successor
                Administrative Agent
            
            52Section
                9.8.
            
            Authorization
                to Execute other Loan Documents
            
            52Section
                9.9.
            
            Documentation
                Agent; Syndication Agent
            
            52ARTICLE
                X
            MISCELLANEOUS
            
            53Section
                10.1.
            
            Notices
                and Partial Release
            
            53Section
                10.2.
            
            Waiver;
                Amendments
            
            54Section
                10.3.
            
            Expenses;
                Indemnification
            
            55Section
                10.4.
            
            Successors
                and Assigns
            
            57Section
                10.5.
            
            Governing
                Law; Jurisdiction; Consent to Service of Process
            
            60Section
                10.6.
            
            WAIVER
                OF JURY TRIAL
            
            60Section
                10.7.
            
            Right
                of Setoff
            
            61Section
                10.8.
            
            Counterparts;
                Integration
            
            61Section
                10.9.
            
            Survival
            
            61Section
                10.10.
            
            Severability
            
            62Section
                10.11.
            
            Confidentiality
            
            62Section
                10.12.
            
            Interest
                Rate Limitation
            
            62Section
                10.13.
            
            Waiver
                of Effect of Corporate Seal
            
            63Section
                10.14.
            
            Patriot
                Act
            
            63Section
                10.15.
            
            NO
                ORAL AGREEMENTS, WAIVER, EFFECT OF AMENDMENT AND
                RESTATEMENT
            
            63




iii




SchedulesSchedule
                I
            
            -
            
            Applicable
                Margin and Applicable PercentageSchedule
                II
            
            -
            
            Commitment
                AmountsSchedule
                4.5
            
            -
            
            Environmental
                MattersSchedule
                4.14
            
            -
            
            SubsidiariesSchedule
                7.1
            
            -
            
            Outstanding
                IndebtednessSchedule
                7.2
            
            -
            
            Existing
                Liens




iv


**AMENDED
      AND RESTATED REVOLVING CREDIT AGREEMENT**




**THIS
      TREASURY SECURED REVOLVING CREDIT AGREEMENT** (this
      “ Agreement ”) **** is
      made
      and entered into as of August 31, 2006, by and among NGP CAPITAL RESOURCES
      COMPANY, a Maryland corporation (the “ Borrower ”),
      the
      several banks and other financial institutions from time to time party hereto
      (the “ Lenders ”),
      and
      SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (the
      “ Administrative
      Agent ”).




**W
      I T N E S S E T H:**




**WHEREAS,** the
      Borrower has requested that Lenders extend revolving credit facilities to
      Borrower which in the aggregate shall consist of a $100,000,000 treasury secured
      revolving credit facility in favor of the Borrower;




**WHEREAS** ,
      the
      Borrower has entered into that certain Amended and Restated Revolving Credit
      Agreement dated as of the date hereof, by and among Borrower, the several banks
      and financial institutions from time to time party thereto (the “ Investment
      Lenders ”)
      and
      SunTrust Bank as administrative agent (as the same may be amended, restated,
      supplemented or otherwise modified from time to time, the “ Investment
      Credit Agreement ”);




**WHEREAS** ,
      subject
      to the terms and conditions of this Agreement, the Lenders severally, to the
      extent of their respective Commitments as defined herein, are willing to
      establish the requested revolving credit facility in favor of the
      Borrower;




**NOW,
      THEREFORE** ,
      in
      consideration of the premises and the mutual covenants herein contained, the
      Borrower, the Lenders and the Administrative Agent agree as
      follows:




**ARTICLE
      I**




**DEFINITIONS;
      CONSTRUCTION**




**Section
      1.1.**  **Definitions** .
      In
      addition to the other terms defined herein, the following terms used herein
      shall have the meanings herein specified (to be equally applicable to both
      the
      singular and plural forms of the terms defined):




“ ***90-Day
      Treasury Securities*** ”
shall
      mean Treasury Securities of the United States maturing within 90 days of the
      date of acquisition thereof.





“ ***Adjusted
      Asset Coverage Ratio*** ”
shall
      mean, as of any date, the ratio of (i) Eligible Net Asset Value as of such
      date
      to (ii) the sum of (a) Consolidated Total Debt as of such date *plus* (b) the
      Net Mark to Market Exposure of Hedging Obligations of the Borrower and its
      Subsidiaries as of such date.





“ ***Adjusted
      LIBO Rate*** ”
shall
      mean, with respect to each Interest Period for a Eurodollar Borrowing, the
      rate
      per annum obtained by dividing (i) LIBOR for such Interest Period by
      (ii) a percentage equal to 1.00 *minus* the
      Eurodollar Reserve Percentage.







***“Administration
      Agreement”*** shall
      mean that certain Administration Agreement, dated as of November 9, 2004, by
      and
      between Borrower and NGP Administration LLC.




“ ***Administrative
      Agent”*** shall
      have the meaning assigned to such term in the opening paragraph
      hereof.




“ ***Administrative
      Questionnaire”*** shall
      mean, with respect to each Lender, an administrative questionnaire in the form
      prepared by the Administrative Agent and submitted to the Administrative Agent
      duly completed by such Lender.




“ ***Affiliate”*** shall
      mean, as to any Person, any other Person that directly, or indirectly through
      one or more intermediaries, Controls, is Controlled by, or is under common
      Control with, such Person. For
      the
      purposes of this definition, “Control” shall mean the power, directly or
      indirectly, either to (i) vote 10% or more of the securities having ordinary
      voting power for the election of directors (or persons performing similar
      functions) of a Person or (ii) direct or cause the direction of the management
      and policies of a Person, whether through the ability to exercise voting power,
      by control or otherwise. The terms “Controlling”, “Controlled by”, and “under
      common Control with” have the meanings correlative thereto.




“ ***Aggregate
      Commitment Amount*** ” shall
      mean the aggregate principal amount of the Aggregate Commitments from time
      to
      time. On the Closing Date, the Aggregate Commitment Amount equals
      $100,000,000.




“ ***Aggregate
      Commitment*** ”
shall
      mean the Treasury Revolving Commitment of all Lenders at any time outstanding.




**“** ***Applicable
      Lending Office”*** shall
      mean, for each Lender and for each Type of Loan, the “Lending Office” of such
      Lender (or an Affiliate of such Lender) designated for such Type of Loan in
      the
      Administrative Questionnaire submitted by such Lender or such other office
      of
      such Lender (or an Affiliate of such Lender) as such Lender may from time to
      time specify to the Administrative Agent and the Borrower as the office by
      which
      its Loans of such Type are to be made and maintained.




“ ***Applicable
      Margin*** ”
shall
      mean, as of any date, with respect to interest on all Loans outstanding on
      any
      date, a percentage per annum determined by reference to Schedule
      I .




“ ***Applicable
      Percentage”*** shall
      mean, as of any date, with respect to the commitment fee, the percentage per
      annum determined by reference to Schedule
      I .




“ ***Approved
      Fund*** ”
shall
      mean any Person (other than a natural Person) that is (or will be) engaged
      in
      making, purchasing, holding or otherwise investing in commercial loans and
      similar extensions of credit in the ordinary course of its business and that
      is
      administered or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii)
      an entity or an Affiliate of an entity that administers or manages a
      Lender.




“ ***Assignment
      and Acceptance*** ”
shall
      mean an assignment and acceptance entered into by a Lender and an assignee
      (with
      the consent of any party whose consent is required by Section
      10.4(b) )
      and
      accepted by the Administrative Agent, in the form of Exhibit
      C attached
      hereto or any other form approved by the Administrative Agent.


2




“ ***Asset
      Coverage Ratio*** ”
shall
      mean, as of any date, the ratio of (i) Eligible Net Asset Value as of such
      date
      to (ii) Consolidated Total Debt as of such date.




“ ***Availability
      Period”*** shall
      mean the period from the Closing Date to the Commitment Termination Date.




***“Base
      Rate”*** shall
      mean the higher of (i) the per annum rate which the Administrative Agent
      publicly announces from time to time to be its prime lending rate, as in effect
      from time to time, and (ii) the Federal Funds Rate, as in effect from time
      to time, *plus* one-half
      of one percent (0.50%). The Administrative Agent’s prime lending rate is a
      reference rate and does not necessarily represent the lowest or best rate
      charged to customers. The Administrative Agent may make commercial loans or
      other loans at rates of interest at, above or below the Administrative Agent’s
      prime lend ing rate. Each change in the Administrative Agent’s prime lendingrate
      shall be effective from and including the date such change is publicly announced
      as being effective.




“ ***Borrower”*** shall
      have the meaning in the introductory paragraph hereof.




**“** ***Borrowing”*** **** shall
      mean a borrowing consisting of Loans of the same Class and Type, made, converted
      or continued on the same date and in case of Eurodollar Loans, as to which
      a
      single Interest Period is in effect.




“ ***Business
      Day”*** shall
      mean (i) any day other than a Saturday, Sunday or other day on which commercial
      banks in Atlanta, Georgia and New York, New York are authorized or required
      by
      law to close and (ii) if such day relates to a Borrowing of, a payment or
      prepayment of principal or interest on, a conversion of or into, or an Interest
      Period for, a Eurodollar Loan or a notice with respect to any of the foregoing,
      any day on which dealings in Dollars are carried on in the London interbank
      market.




“ ***Capital
      Lease Obligations*** *”* of any
      Person shall mean all obligations of such Person to pay rent or other amounts
      under any lease (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 of such
      Person under GAAP, and the amount of such obligations shall be the capitalized
      amount thereof determined in accordance with GAAP.




*“* ***Capital
      Stock*** *”* shall
      mean any non-redeemable capital stock (or in the case of a partnership or
      limited liability company, the partners’ or members’ equivalent equity interest)
      of the Borrower or any of its Subsidiaries (to the extent issued to a Person
      other than the Borrower), whether common or preferred.




“ ***Cash***  ***Collateral*** ”
shall
      mean the cash and 90-Day Treasury Securities of the Borrower that are the
      subject of a Lien granted pursuant to a Security Agreement to the Administrative
      Agent for the benefit of the Lenders to secure the whole or any part of the
      Obligations or any Guarantee thereof to the extent required to comply with
      the
      Cash Collateral Coverage Ratio.


3




“ ***Cash
      Collateral Coverage Ratio*** ”
shall
      mean the ratio of Cash Collateral to the aggregate amount of the Treasury
      Revolving Credit Exposure of all Lenders.




“ ***Change
      in Control”*** shall
      mean the occurrence of one or more of the following events: (i) any sale, lease,
      exchange or other transfer (in a single transaction or a series of related
      transactions) of all or substantially all of the assets of the Borrower to
      any
      Person or “group” (within the meaning of the Securities Exchange Act of 1934 and
      the rules of the Securities and Exchange Commission thereunder in effect on
      the
      date hereof), (ii) 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 Securities and Exchange
      Commission thereunder as in effect on the date hereof) of 45% or more of the
      outstanding shares of the voting stock of the Borrower; (iii) occupation of
      a
      majority of the seats (other than vacant seats) on the board of directors of
      the
      Borrower by Persons who were neither (x) nominated by the current board of
      directors or (y) appointed by directors so nominated; or (iv) NGP Investment
      Advisors, LP ceases to retain its advisory duties over the Borrower in effect
      on
      the Closing Date.




“ ***Change
      in Law”*** shall
      mean (i) the adoption of any applicable law, rule or regulation after the date
      of this Agreement, (ii) any change in any applicable law, rule or regulation,
      or
      any change in the interpretation or application thereof, by any Governmental
      Authority after the date of this Agreement, or (iii) compliance by any Lender
      (or its Applicable Lending Office) (or for purposes of Section
      2.16 ( b ),
      by
      such Lender’s parent corporation, if applicable) with any request, guideline or
      directive (whether or not having the force of law) of any Governmental Authority
      made or issued after the date of this Agreement.




“ ***Class*** ”, **** when
      used
      in reference to any Loan or Borrowing, refers to whether such Loan, or the
      Loans
      comprising such Borrowing, are Treasury Revolving Loans.




“ ***Closing
      Date”*** shall
      mean the date on which the conditions precedent set forth in Section
      3.1 and Section
      3.2 have
      been satisfied or waived in accordance with Section
      10.2 .




“ ***Code*** ”
shall
      mean the Internal Revenue Code of 1986, as amended and in effect from time
      to
      time.




“ ***Commitment*** ”
shall
      mean the Treasury Revolving Commitment.




“ ***Commitment
      Termination Date*** ”
shall
      mean the earliest of (i) August 31, 2009, (ii) the date on which the Aggregate
      Commitments are terminated pursuant to Section
      2.6 and
      (iii) the date on which all amounts outstanding under this Agreement have been
      declared or have automatically become due and payable (whether by acceleration
      or otherwise).




“ ***Compliance
      Certificate*** ”
shall
      mean a certificate from the principal executive officer and the principal
      financial officer of the Borrower in the form of, and containing the
      certifications set forth in, the certificate attached hereto as Exhibit
      5.1(c) .


4




“ ***Consolidated
      EBITDA*** ”
shall
      mean, for the Borrower and the Subsidiary Guarantors for any period, an amount
      equal to the sum of (i) Consolidated Net Income for such period *plus* (ii) to
      the extent deducted in determining Consolidated Net Income for such period,
      (A)
      Consolidated Interest Expense, (B) income tax expense determined on a
      consolidated basis in accordance with GAAP, and (C) depreciation and
      amortization, determined on a consolidated basis in accordance with GAAP in
      each
      case for such period.




“ ***Consolidated
      Interest Expense*** ”
shall
      mean, for the Borrower and the Subsidiary Guarantors for any period determined
      on a consolidated basis in accordance with GAAP, the sum of (i) total interest
      expense, including without limitation the interest component of any payments
      in
      respect of Capital Lease Obligations capitalized or expensed during such
      period **** (whether
      or not actually paid during such period) **** *plus* (ii)
      the
      net amount payable (or *minus* the net
      amount receivable) under Hedging Transactions in respect of interest rates
      during such period (whether or not actually paid or received during such
      period).




“ ***Consolidated
      Net Income*** ”
shall
      mean, for any period, the net income (or loss) of the Borrower and the
      Subsidiary Guarantors for such period determined on a consolidated basis in
      accordance with GAAP, but excluding therefrom (to the extent otherwise included
      therein) (i) any extraordinary gains or losses, (ii) any non-cash gains or
      losses attributable to write-ups or write-downs of assets and (iii) any
      equity interest of the Borrower or any Subsidiary Guarantor in the unremitted
      earnings of any Person that is not a Subsidiary Guarantor and (iv) any income
      (or loss) of any Person accrued prior to the date it becomes a Subsidiary
      Guarantor or is merged into or consolidated with the Borrower or any Subsidiary
      Guarantor on the date that such Person’s assets are acquired by the Borrower or
      any Subsidiary Guarantor.




“ ***Consolidated
      Total Debt*** ”
shall
      mean, as of any date of determination, all Indebtedness (other than Indebtedness
      of the type described in subsection (xi) of the definition of Indebtedness)
      of
      the Borrower and its Subsidiaries measured on a consolidated basis as of such
      date; provided , that ,
      “Consolidated Total Debt” shall not include (i) Indebtedness of any Special
      Purpose Subsidiary or any Foreclosed Subsidiary incurred from time to time
      so
      long as such Indebtedness is non-recourse to the Loan Parties nor (ii)
      Indebtedness under this Agreement.




“ ***Contractual
      Obligation*** ”
of
      any
      Person shall mean any provision of any security issued by such Person or of
      any
      agreement, instrument or undertaking under which such Person is obligated or
      by
      which it or any of the property in which it has an interest is
      bound.




“ ***Control
      Agreement*** ”
shall
      mean each Control Agreement by and among the Borrower, the Administrative Agent
      and the depository bank at which the account subject to such agreement is held,
      as amended, restated, supplemented or otherwise modified from time to time.




“ ***Credit
      Exposure*** ”
shall
      mean, for any Lender, the sum of the outstanding principal amount of such
      Lender’s Loans.




“ ***Default*** ”
shall
      mean any condition or event that, with the giving of notice or the lapse of
      time
      or both, would constitute an Event of Default.




“ ***Default
      Interest*** ”
shall
      have the meaning set forth in Section
      2.11 ( b ).


5




“ ***Dollar(s)*** ”
and
      the
      sign “ ***$*** ”
shall
      mean lawful money of the United States of America.




“ ***Eligible
      Assignee*** ”
shall
      mean (i) a Lender; (ii) an Affiliate of a Lender; (iii) an Approved Fund; and
      (iv) any other Person (other than a natural Person) approved by the
      Administrative Agent, and unless an Event of Default has occurred and is
      continuing, the Borrower (each such approval not to be unreasonably withheld
      or
      delayed). If the consent of the Borrower to an assignment or to an Eligible
      Assignee is required hereunder (including a consent to an assignment which
      does
      not meet the minimum assignment thresholds specified in paragraph (b)(i) of Section
      10.4 ),
      the
      Borrower shall be deemed to have given its consent five Business Days after
      the
      date notice thereof has actually been delivered by the assigning Lender (through
      the Administrative Agent) to the Borrower, unless such consent is expressly
      refused by the Borrower prior to such fifth Business Day.




“ ***Eligible
      Net Asset Value*** ”
shall
      mean Net Asset Value, including fair market value of Unencumbered Overriding
      Royalty Interests to the extent that the fair market value of all Unencumbered
      Overriding Royalty Interests does not exceed in the aggregate five percent
      (5%)
      of Net Asset Value but excluding the following assets to the extent that they
      are excluded from the determination of the Eligible Net Asset Value under the
      Investment Credit Agreement (i) all warrant positions, (ii) any assets of a
      subsidiary that is not a Guarantor under the Investment Credit Agreement and
      any
      assets of the Borrower and its Subsidiaries not pledged to the administrative
      agent under the Investment Credit Agreement, (iii) the fair market value of
      all
      other Unencumbered Overriding Royalty Interests to the extent not expressly
      included as provided for above, (iv) any Cash Collateral, and (v) such other
      assets that are not otherwise satisfactory to the administrative agent under
      the
      Investment Credit Agreement. So long as the Borrower is required to maintain
      the
      Asset Coverage Ratio and Adjusted Asset Coverage Ratio under the Investment
      Credit Agreement, the determination of Eligible Net Asset Value pursuant to
      the
      Investment Credit Agreement shall be used in this Agreement.




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




“ ***Environmental
      Liability*** ”
shall
      mean any liability, contingent or otherwise (including any liability for
      damages, costs of environmental investigation and remediation, costs of
      administrative oversight, fines, natural resource damages, penalties or
      indemnities), of the Borrower or any Subsidiary directly or indirectly resulting
      from or based upon (i) any actual or alleged violation of any Environmental
      Law,
      (ii) the generation, use, handling, transportation, storage, treatment or
      disposal of any Hazardous Materials, (iii) any actual or alleged exposure to
      any
      Hazardous Materials, (iv) the Release or threatened Release of any Hazardous
      Materials or (v) any contract, agreement or other consensual arrangement
      pursuant to which liability is assumed or imposed with respect to any of the
      foregoing.




“ ***ERISA*** ”
shall
      mean the Employee Retirement Income Security Act of 1974, as amended from time
      to time, and any successor statute.


6




“ ***ERISA
      Affiliate*** ”
shall
      mean any trade or business (whether or not incorporated), which, together with
      the Borrower, is treated as a single employer under Section 414(b) or (c) of
      the
      Code or, solely for the 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*** *”* shall ** mean
      (i)
      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); (ii) 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), whether or not waived; (iii) the filing pursuant to
      Section 412(d) of the Code or Section 303(d) of ERISA of an application for
      a
      waiver of the minimum funding standard with respect to any Plan; (iv) 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; (v) the receipt
      by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator
      appointed by the PBGC of any notice relating to an intention to terminate any
      Plan or Plans or to appoint a trustee to administer any Plan; (vi) 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 (vii) 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
      or
      in reorganization, within the meaning of Title IV of ERISA.




“ ***Eurodollar*** ”
when
      used in reference to any Loan or Borrowing, refers to whether such Loan, or
      the
      Loans comprising such Borrowing, bears interest at a rate determined by
      reference to the Adjusted LIBO Rate.




“ ***Eurodollar
      Reserve Percentage*** ”
shall
      mean the aggregate of the maximum reserve percentages (including, without
      limitation, any emergency, supplemental, special or other marginal reserves)
      expressed as a decimal (rounded upwards to the next 1/100 th of 1%)
      in effect on any day to which the Administrative Agent is subject with respect
      to the Adjusted LIBO Rate pursuant to regulations issued by the Board of
      Governors of the Federal Reserve System (or any Governmental Authority
      succeeding to any of its principal functions) with respect to eurocurrency
      funding (currently referred to as “eurocurrency liabilities” under Regulation
      D). Eurodollar 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. The Eurodollar Reserve Percentage shall be adjusted
      automatically on and as of the effective date of any change in any reserve
      percentage.




“ ***Event
      of Default*** ”
shall
      have the meaning provided in Article VIII.




**“** ***Excluded
      Taxes*** ” ****** shall
      mean with respect to the Administrative Agent, any Lender or any other recipient
      of any payment to be made by or on account of any obligation of the Borrower
      hereunder, (i) income or franchise taxes imposed on (or measured by) its net
      income by the United States of America, or by the jurisdiction 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, (ii) any branch profits taxes imposed by the United States of America
      or any similar tax imposed by any other jurisdiction in which any Lender is
      located and (iii) in the case of a Foreign Lender, any withholding tax that
      (x)
      is imposed on amounts payable to such Foreign Lender at the time such Foreign
      Lender becomes a party to this Agreement, (y) is imposed on amounts payable
      to
      such Foreign Lender at any time that such Foreign Lender designates a new
      lending office, other than taxes that have accrued prior to the designation
      of
      such lending office that are otherwise not Excluded Taxes, and (z) is
      attributable to such Foreign Lender’s failure to comply with Section  2.18 ( e ).


7




“ ***Federal
      Funds Rate*** ”
shall
      mean, for any day, the rate per annum (rounded upwards, if necessary, to the
      next 1/100 th of 1%)
      equal to the weighted average of the rates on overnight Federal funds
      transactions with member banks of the Federal Reserve System arranged by Federal
      funds brokers, as published by the Federal Reserve Bank of New York on the
      next
      succeeding Business Day or if such rate is not so published for any Business
      Day, the Federal Funds Rate for such day shall be the average rounded upwards,
      if necessary, to the next 1/100th of 1% of the quotations for such day on such
      transactions received by the Administrative Agent from three Federal funds
      brokers of recognized standing selected by the Administrative
      Agent.




“ ***Fee
      Letter*** ”
shall
      mean that certain fee letter, dated as of May 26, 2006, executed by the
      Administrative Agent and accepted by Borrower.




***“Fiscal
      Quarter*** ” ****** shall
      mean any fiscal quarter of the Borrower .





***“Fiscal
      Year*** ”
shall
      mean any fiscal year of the Borrower .





***“Foreclosed
      Subsidiary*** ”
shall
      mean any Person that becomes a direct or indirect Subsidiary of the Borrower
      solely as a result of the Borrower or any other Subsidiary of the Borrower
      acquiring the Capital Stock of such Person, through a bankruptcy, foreclosure
      or
      similar proceedings, with the intent to sell
      or
      transfer all of the Capital Stock of such Person; provided , that ,
      in the
      event that the Borrower or such Subsidiary of the Borrower is unable to sell
      all
      of the Capital Stock of such Person within 180 days after the
      Borrower or such Subsidiary of the Borrower acquires the Capital Stock of such
      Person, such
      Person shall no longer be considered a “Foreclosed Subsidiary” for purposes of
      this Agreement.





“ ***Foreign
      Lender*** ” ****** shall
      mean any Lender that is not a United States person under Section 7701(a)(3)
      of
      the Code.




“ ***GAAP*** ”
shall
      mean generally accepted accounting principles in the United States applied
      on a
      consistent basis and subject to the terms of Section
      1.3 .




“ ***Governmental
      Authority*** ”
shall
      mean the government of the United States of America, 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*** ”)
      shall
      mean 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 “ ***primary
      obligor*** ”)
      in any
      manner, whether directly or indirectly and including any obligation, direct
      or
      indirect, of the guarantor (i) 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, (ii) 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, (iii) 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
      (iv)
      as an account party in respect of any letter of credit or letter of guaranty
      issued in support of such Indebtedness or obligation; provided ,
      that
      the term “Guarantee” shall not include endorsements for collection or deposits
      in the ordinary course of business. The amount of any Guarantee shall be deemed
      to be an amount equal to the stated or determinable amount of the primary
      obligation in respect of which Guarantee is made or, if not so stated or
      determinable, the maximum reasonably anticipated liability in respect thereof
      (assuming such Person is required to perform thereunder) as determined by such
      Person in good faith. The term “Guarantee” used as a verb has a corresponding
      meaning.


8




“ ***Hazardous
      Materials*** *”* shall
      mean all explosive or radioactive substances or wastes and all hazardous or
      toxic substances, wastes or other pollutants, including petroleum or petroleum
      distillates, asbestos or asbestos containing materials, polychlorinated
      biphenyls, radon gas, infectious or medical wastes and all other substances
      or
      wastes of any nature regulated pursuant to any Environmental Law.




*“* ***Hedging
      Obligations*** *”* of any
      Person shall mean any and all obligations of such Person, whether absolute
      or
      contingent and howsoever and whensoever created, arising, evidenced or acquired
      under (i) any and all Hedging Transactions, (ii) any and all cancellations,
      buy
      backs, reversals, terminations or assignments of any Hedging Transactions and
      (iii) any and all renewals, extensions and modifications of any Hedging
      Transactions and any and all substitutions for any Hedging
      Transactions.




*“* ***Hedging
      Transaction*** *”* of any
      Person shall mean any transaction (including an agreement with respect thereto)
      now existing or hereafter entered into by such Person that is a rate swap,
      basis
      swap, forward rate transaction, commodity swap, interest rate option, foreign
      exchange transaction, cap transaction, floor transaction, collateral
      transaction, forward transaction, currency swap transaction, cross-currency
      rate
      swap transaction, currency option or any other similar transaction (including
      any option with respect to any of these transactions) or any combination
      thereof, whether linked to one or more interest rates, foreign currencies,
      commodity prices, equity prices or other financial measures.




“ ***Indebtedness*** ”
of
      any
      Person shall mean, without duplication (i) all obligations of such Person
      for borrowed money, (ii) all obligations of such Person evidenced by bonds,
      debentures, notes or other similar instruments, (iii) all obligations of such
      Person in respect of the deferred purchase price of property or services (other
      than accounts payables incurred in the ordinary course of business; provided ,
      that
      for purposes of Section
      8.1(f) ,
      trade
      payables overdue by more than 120 days shall be included in this definition
      except to the extent that any of such trade payables are being disputed in
      good
      faith and by appropriate measures), (iv) all obligations of such Person under
      any conditional sale or other title retention agreement(s) relating to property
      acquired by such Person, (v) all Capital Lease Obligations of such Person,
      (vi) all obligations, contingent or otherwise, of such Person in respect of
      letters of credit, acceptances or similar extensions of credit, (vii) all
      Guarantees of such Person of the type of Indebtedness described in clauses
      (i)
      through (vi) above, (viii) all Indebtedness of a third party secured by any
      Lien
      on property owned by such Person, whether or not such Indebtedness has been
      assumed by such Person, (ix) all obligations of such Person, contingent or
      otherwise, to purchase, redeem, retire or otherwise acquire for value any common
      stock of such Person, (x) Off-Balance Sheet Liabilities and (xi) Net Mark to
      Market Exposure on all Hedging Obligations. **** The
      Indebtedness of any Person shall include the Indebtedness of any partnership
      or
      joint venture in which such Person is a general partner or a joint venturer,
      except to the extent that the terms of such Indebtedness provide that such
      Person is not liable therefor.


9




“ ***Indemnified
      Taxes*** ”
shall
      mean Taxes other than Excluded Taxes.




“ ***Intercreditor
      Agreement*** ”
shall
      mean that certain Intercreditor Agreement, dated as of the date hereof, by
      and
      among the Borrower, the Lenders, the Administrative Agent, the Investment
      Lenders and the issuing bank and administrative agent under the Treasury Credit
      Agreement.




“ ***Interest
      Coverage Ratio*** ”
shall
      mean, as of any date, the ratio of (i) Consolidated EBITDA (excluding revenue
      from the Cash Collateral) to (ii) Consolidated Interest Expense (excluding
      Consolidated Interest Expense from the Treasury Revolving Loans) in each case
      for the four consecutive Fiscal Quarters ending on or immediately prior to
      such
      date.




“ ***Interest
      Period*** ”
shall
      mean with respect to any Eurodollar Borrowing, a period of one, two or three
      months; provided, that: ****




(i)  the
      initial Interest Period for such Borrowing shall commence on the date of such
      Borrowing (including the date of any conversion from a Borrowing of another
      Type), and each Interest Period occurring thereafter in respect of such
      Borrowing shall commence on the day on which the next preceding Interest Period
      expires;




(ii)  if
      any
      Interest Period would otherwise end on a day other than a Business Day, such
      Interest Period shall be extended to the next succeeding Business Day, unless
      such Business Day falls in another calendar month, in which case such Interest
      Period would end on the next preceding Business Day;




(iii)  any
      Interest Period which begins on the last Business Day of a calendar month or
      on
      a day for which there is no numerically corresponding day in the calendar month
      at the end of such Interest Period shall end on the last Business Day of such
      calendar month;




(iv)  no
      Interest Period may extend beyond the Commitment Termination Date.




“ ***Investment
      Advisory Agreement*** ”
shall
      mean that certain Investment Advisory Agreement, dated as of November 9, 2004,
      by and between Borrower and NGP Investment Advisors, LP.


10




“ ***Investment
      Company Act*** ”
shall
      mean the Investment Company Act of 1940, as amended and in effect from time
      to
      time.




“ ***Investment
      Credit Agreement*** ”
shall
      have the meaning set forth in the recitals to this Agreement.




“ ***Lenders*** ”
shall
      have the meaning assigned to such term in the opening paragraph of this
      Agreement.




“ ***LIBOR*** ”
shall
      mean, for any applicable Interest Period with respect to any Eurodollar Loan,
      the British Bankers’ Association Interest Settlement Rate per annum for deposits
      in Dollars for a period equal to such Interest Period appearing on the display
      designated as Page 3750 on the Dow Jones Markets Service (or such other page
      on
      that service or such other service designated by the British Bankers’
Association for the display of such Association’s Interest Settlement Rates for
      Dollar deposits) as of 11:00 a.m. (London, England time) on the day that is
      two Business Days prior to the first day of the Interest Period or if such
      Page
      3750 is unavailable for any reason at such time, the rate which appears on
      the
      Reuters Screen ISDA Page as of such date and such time; provided ,
      that if
      the Administrative Agent determines that the relevant foregoing sources are
      unavailable for the relevant Interest Period, LIBOR shall mean the rate of
      interest determined by the Administrative Agent to be the average (rounded
      upward, if necessary, to the nearest 1/100 th of 1%)
      of the rates per annum at which deposits in Dollars are offered to the
      Administrative Agent two (2) Business Days preceding the first day of such
      Interest Period by leading banks in the London interbank market as of 10:00
      a.m.
      (New York time) for delivery on the first day of such Interest Period, for
      the
      number of days comprised therein and in an amount comparable to the amount
      of
      the Eurodollar Loan of the Administrative Agent.




“ ***Lien*** ”
shall
      mean any mortgage, pledge, security interest, lien (statutory or otherwise),
      charge, encumbrance, hypothecation, assignment, deposit arrangement, or other
      arrangement having the practical effect of the foregoing or any preference,
      priority or other security agreement or preferential arrangement of any kind
      or
      nature whatsoever (including any conditional sale or other title retention
      agreement and any capital lease having the same economic effect as any of the
      foregoing).




“ ***Loans*** ”
shall
      mean all Treasury Revolving Loans in the aggregate or any of them, as the
      context shall require.




“ ***Loan
      Documents*** ”
shall
      mean, collectively, this Agreement, the Notes (if any), the Guarantee
      Agreements, the Security Documents, all Notices of Borrowing, all Notices of
      Conversion/Continuation, the Intercreditor Agreement and any and all other
      instruments, agreements, documents, certificates and writings executed in
      connection with any of the foregoing.




“ ***Loan
      Parties*** ”
shall
      mean the Borrower and the Subsidiary Guarantors.




“ ***Material
      Adverse Effect*** ”
shall
      mean, with respect to any event, act, condition or occurrence of whatever nature
      (including any adverse determination in any litigation, arbitration, or
      governmental investigation or proceeding), whether singularly or in conjunction
      with any other event or events, act or acts, condition or conditions, occurrence
      or occurrences whether or not related, a material adverse change in, or a
      material adverse effect on, (i) the business, results of operations,
      financial condition, assets, liabilities or prospects of the Borrower or of
      its
      Subsidiaries taken as a whole, (ii) the ability of the Borrower or the Loan
      Parties, taken as a whole, to perform any of their respective obligations under
      the Loan Documents, (iii) the rights and remedies of the Administrative Agent
      and the Lenders under any of the Loan Documents or (iv) the legality, validity
      or enforceability of any of the Loan Documents.




11




“ ***Material
      Event of Default*** ”
shall
      mean any Event of Default arising under Section
      8.1(a) or (b) ,
      or
      arising under Section
      8.1(d) as a
      result of the Borrower failing to observe or perform any covenant or agreement
      contained in Articles VI or VII.




“ ***Material
      Indebtedness*** ”
shall
      mean Indebtedness (other than the Loans) and Hedging Obligations of the Borrower
      or any of its Subsidiaries, individually or in an aggregate principal amount
      exceeding $1,000,000. For purposes of determining the amount of attributed
      Indebtedness from Hedging Obligations, the “principal amount” of any Hedging
      Obligations at any time shall be the Net Mark-to-Market Exposure of such Hedging
      Obligations.




“ ***Moody’s*** ”
shall
      mean Moody’s Investors Service, Inc.




“ ***Multiemployer
      Plan*** ”
shall
      have the meaning set forth in Section 4001(a)(3) of ERISA.




“ ***Net
      Asset Value*** ”
shall
      mean, for the Borrower and its Subsidiaries for any period determined on a
      consolidated basis in accordance with GAAP, the sum of (i) the Borrower’s and
      its Subsidiaries’ net asset value as reported in the most recent public
      disclosures filed with the Securities and Exchange Commission (which shall
      include all loans and investments of the Borrower in its Subsidiaries, including
      those that are not Subsidiary Guarantors) **,** plus
      (ii)
      the net asset value in accordance with GAAP of assets acquired (including loans
      made) by the Borrower or its Subsidiaries subsequent to the most recent public
      disclosures filed with the Securities and Exchange Commission, to the extent
      reported to the Administrative Agent in a certificate of a Responsible Officer,
      minus (iii) to the extent reported or required to be reported to the
      Administrative Agent in a report of a Responsible Officer under Section 5.1(g),
      the net asset value in accordance with GAAP of assets disposed of by the
      Borrower or its Subsidiaries (including loans repaid to the Borrower or its
      Subsidiaries) subsequent to the most recent public disclosures filed with the
      Securities and Exchange Commission.




“ ***Net
      Mark to Market Exposure*** ”
shall
      mean, as of any date of determination, the aggregate amount with respect to
      all
      Hedging Obligations of the Borrower and its Subsidiaries of the excess (if
      any)
      of all unrealized losses in respect of all such Hedging Obligations over all
      unrealized profits in respect of all Hedging Transactions of the Borrower and
      its Subsidiaries. “Unrealized losses” shall mean as to any Hedging Obligation,
      the fair market value of the cost to such Person of replacing the Hedging
      Transaction giving rise to such Hedging Obligation as of the date of
      determination (assuming the Hedging Transaction were to be terminated as of
      that
      date), and “unrealized profits” means as to any Hedging Transaction, the fair
      market value of the gain to such Person in respect of the Hedging Transaction
      as
      of the date of determination (assuming such Hedging Transaction were to be
      terminated as of that date).


12




“ ***Notes*** ”
shall
      mean, collectively, the Treasury Revolving Credit Notes.




“ ***Notice
      of Conversion/Continuation*** ” **** shall
      mean the notice given by the Borrower to the Administrative Agent in respect
      of
      the conversion or continuation of an outstanding Borrowing as provided in Section
      2.6 ( b ).




“ ***Notice
      of Borrowing*** ”
shall
      have the meaning as set forth in Section
      2.4 .




“ ***Obligations*** ”
shall
      mean all amounts owing by the Borrower to the Administrative Agent or any Lender
      pursuant to or in connection with this Agreement or any other Loan Document,
      including without limitation, all principal, interest (including any interest
      accruing after the filing of any petition in bankruptcy or the commencement
      of
      any insolvency, reorganization or like proceeding relating to the Borrower,
      whether or not a claim for post-filing or post-petition interest is allowed
      in
      such proceeding), all reimbursement obligations, fees, expenses, indemnification
      and reimbursement payments, costs and expenses (including all fees and expenses
      of counsel to the Administrative Agent and any Lender incurred pursuant to
      this
      Agreement or any other Loan Document), whether direct or indirect, absolute
      or
      contingent, liquidated or unliquidated, now existing or hereafter arising
      hereunder or thereunder, and all Hedging Obligations owed to the Administrative
      Agent, any Lender or any of their Affiliates incurred in order to limit interest
      rate or fee fluctuation with respect to the Loans, and all obligations and
      liabilities incurred in connection with collecting and enforcing the foregoing,
      together with all renewals, extensions, modifications or refinancings
      thereof.




*“* ***Off-Balance
      Sheet Liabilities*** *”* of any
      Person shall mean (i) any repurchase obligation or liability of such Person
      with
      respect to accounts or notes receivable sold by such Person, (ii) any liability
      of such Person under any sale and leaseback transactions that do not create
      a
      liability on the balance sheet of such Person, (iii) any Synthetic Lease
      Obligation or (iv) any obligation arising with respect to any other transaction
      which is the functional equivalent of or takes the place of borrowing but which
      does not constitute a liability on the balance sheet of such
      Person.




“ ***OSHA*** ”
shall
      mean the Occupational Safety and Health Act of 1970, as amended from time to
      time, and any successor statute.




“ ***Other
      Taxes*** ”
shall
      mean 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 hereunder or from the execution, delivery or enforcement of, or otherwise
      with respect to, this Agreement or any other Loan Document.




“ ***Participant*** ”
shall
      have the meaning set forth in Section
      10.4(d) .




“ ***Payment
      Office*** ”
shall
      mean the office of the Administrative Agent located at 303 Peachtree Street,
      N.E., Atlanta, Georgia 30308, or such other location as to which the
      Administrative Agent shall have given written notice to the Borrower and the
      other Lenders.




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


13




“ ***Permitted
      Encumbrances*** ”
shall
      mean




(v)  Liens
      imposed by law for taxes not yet due or which are being contested in good faith
      by appropriate proceedings and with respect to which adequate reserves are
      being
      maintained in accordance with GAAP;




(vi)  Liens
      of
      landlords, carriers, warehousemen, mechanics, materialmen and similar Liens
      arising in the ordinary course of business for amounts not yet due or which
      are
      being contested in good faith by appropriate proceedings and with respect to
      which adequate reserves are being maintained in accordance with GAAP;




(vii)  pledges
      and deposits made in the ordinary course of business in compliance with workers’
compensation, unemployment insurance and other social security laws or
      regulations;




(viii)  (x)
      deposits to secure the performance of bids, trade contracts, leases, statutory
      obligations, surety and appeal bonds, performance bonds and other obligations
      of
      a like nature, in each case in the ordinary course of business, (y) contractual,
      common law or statutory rights of set off against deposits or other amounts
      owing any depository institution that do not secure Indebtedness of any Loan
      Party, and (z) deposits securing liabilities under insurance
      arrangements;




(ix)  judgment
      and attachment liens not giving rise to an Event of Default or Liens created
      by
      or existing from any litigation or legal proceeding that are currently being
      contested in good faith by appropriate proceedings and with respect to which
      adequate reserves are being maintained in accordance with GAAP;




(x)  easements,
      exceptions, reservations, **** defects
      and irregularities in title, zoning restrictions, rights-of-way and similar
      encumbrances on real property imposed by law or arising in the ordinary course
      of business that do not secure any monetary obligations and do not materially
      detract from the value of the affected property or materially interfere with
      the
      ordinary conduct of business of the Borrower and its Subsidiaries taken as
      a
      whole; and




(xi)  Liens
      arising in the ordinary course of business (i) created by lease agreements,
      licenses or similar interests, or by statute or common law to secure the
      payments of rental, license amounts or similar amounts or for any other
      obligations or acts to be performed thereunder or (ii) on leasehold interests,
      licenses or similar interests created by the lessor, licensee or grantor
      hereunder in favor of any mortgagee of the leased premises, none of which secure
      Indebtedness of any Loan Party;




provided ,
      that
      the term “Permitted Encumbrances” shall not include any Lien securing
      Indebtedness.




*“* ***Permitted
      Investments*** *”* shall
      mean:




(i)  direct
      obligations of, or obligations the principal of and interest on which are
      unconditionally guaranteed by, the United States (or by any agency thereof
      to
      the extent such obligations are backed by the full faith and credit of the
      United States) ,
      in each
      case maturing within one year from the date of acquisition thereof;




14




(ii)  commercial
      paper having the highest rating, at the time of acquisition thereof, of S&P
      or Moody’s and in either case maturing within 270 days **** from
      the
      date of acquisition thereof;




(iii)  certificates
      of deposit, bankers’ acceptances and time deposits maturing within 180 days of
      the date of acquisition thereof 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 or any state
      thereof which has a combined capital and surplus and undivided profits of not
      less than $500,000,000;




(iv)  fully
      collateralized repurchase agreements with a term of not more than 30 days for
      securities described in clause (i) above and entered into with a financial
      institution satisfying the criteria described in clause (iii) above;
      and




(v)  mutual
      funds investing solely in any one or more of the Permitted Investments described
      in clauses (i) through (iv) above.




“ ***Person*** ”
shall
      mean any individual, partnership, firm, corporation, association, joint venture,
      limited liability company, trust or other entity, or any Governmental
      Authority.




“ ***Plan*** ”
shall
      mean 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.




“ ***Pro
      Rata Share*** ”
shall
      mean with respect to the Commitment of any Lender at any time, a percentage,
      the
      numerator of which shall be such Lender’s Commitment (or if such Commitments
      have been terminated or expired or the Loans have been declared to be due and
      payable, such Lender’s Credit Exposure), and the denominator of which shall be
      the sum of Commitments of all Lenders (or if the Commitments have been
      terminated or expired or the Loans have been declared to be due and payable,
      all
      Credit Exposure).




“ ***Register*** ”
has
      the
      meaning assigned to such term in clause ( c )
      of Section
      10.4 .




“ ***Regulation D*** ”
shall
      mean Regulation D of the Board of Governors of the Federal Reserve System,
      as the same may be in effect from time to time, and any successor
      regulations.




“ ***Related
      Parties*** ”
shall
      mean, 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.




“ ***Release*** ”
shall
      mean any release, spill, emission, leaking, dumping, injection, pouring,
      deposit, disposal, discharge, dispersal, leaching or migration into the
      environment (including ambient air, surface water, groundwater, land surface
      or
      subsurface strata) or within any building, structure, facility or
      fixture.


15




“ ***Required
      Lenders*** ”
shall
      mean, at any time, Lenders holding more than 66 2/3% of the aggregate
      outstanding Commitments at such time or if the Lenders have no Commitments
      outstanding, then Lenders holding more than 66 2/3% of the aggregate Credit
      Exposure.




“ ***Requirement
      of Law*** ”
for
      any
      Person shall mean the articles or certificate of incorporation, bylaws,
      partnership certificate and agreement, or limited liability company certificate
      of organization and agreement, as the case may be, and other organizational
      and
      governing documents of such Person, and any law, treaty, rule or regulation,
      or
      determination of a Governmental Authority, in each case applicable to or binding
      upon such Person or any of its property or to which such Person or any of its
      property is subject




“ ***Responsible
      Officer*** ”
shall
      mean any of the president, the chief executive officer, the chief operating
      officer, the chief financial officer, the treasurer or a vice president of
      the
      Borrower or such other representative of the Borrower as may be designated
      in
      writing by any one of the foregoing with the consent of the Administrative
      Agent; and, with respect to the financial covenants only, the chief financial
      officer or the treasurer of the Borrower.




*“* ***Restricted
      Payment*** *”* shall
      have the meaning set forth in Section
      7.4 .




“ ***RIC*** ”
or
      “ ***regulated
      investment company*** *”* **** shall
      mean an investment company or business development company that qualifies for
      the special tax treatment provided for by subchapter M of the Code.




“ ***S&P*** ”
shall
      mean Standard & Poor’s, a Division of the McGraw Hill
      Companies.




“ ***Security
      Agreement*** ”
shall
      mean that certain Cash Collateral Agreement and Securities Control Account
      Agreement, dated as of the Closing Date, executed by the Borrower granting
      to
      the Administrative Agent for the benefit of the Lenders a security interest
      in
      the Cash Collateral, as amended, restated, supplemented or otherwise modified
      from time to time.




“ ***Security
      Documents*** ”
shall
      mean, collectively, the Security Agreement, any Control Agreement **** and
      all
      other instruments and agreements now or hereafter delivered to create Liens
      in
      the Cash Collateral to secure the Obligations.




“ ***Special
      Purpose Subsidiary*** ” ****** shall
      mean any single purpose **** Subsidiary
      created for the purpose of holding specific assets.




“ ***Subsidiary*** ”
shall
      mean, with respect to any Person (the “ ***parent*** ”),
      any
      corporation, partnership, joint venture, limited liability company, 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, partnership, joint venture, limited liability company,
      association or other entity (i) 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 (ii) 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. Unless
      otherwise indicated, all references to “Subsidiary” hereunder shall mean a
      Subsidiary of the Borrower.


16




“ ***Subsidiary
      Guarantee Agreement*** ”
shall
      mean any guaranty agreement, in form and substance satisfactory to the Agent,
      executed from time to time by any Subsidiary in favor of the Administrative
      Agent and the Lenders, as amended, restated, supplemented or otherwise modified
      from time to time.




“ ***Subsidiary
      Guarantor*** ”
shall
      mean any Subsidiary of Borrower that executes and delivers a Subsidiary
      Guarantee Agreement on the Closing Date or from time to time pursuant to Section
      5.11 .




“ ***Synthetic
      Lease*** ”
shall
      mean a lease transaction under which the parties intend that (i) the lease
      will
      be treated as an “operating lease” by the lessee pursuant to Statement of
      Financial Accounting Standards No. 13, as amended and (ii) the lessee will
      be
      entitled to various tax and other benefits ordinarily available to owners (as
      opposed to lessees) of like property.




“ ***Synthetic
      Lease Obligations*** ”
shall
      mean, with respect to any Person, the sum of (i) all remaining rental
      obligations of such Person as lessee under Synthetic Leases which are
      attributable to principal and, without duplication, (ii) all rental and purchase
      price payment obligations of such Person under such Synthetic Leases assuming
      such Person exercises the option to purchase the lease property at the end
      of
      the lease term.




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




“ ***Treasury
      Revolving Commitment*** ”
shall
      mean, with respect to each Lender, the obligation of such Lender to make
      Treasury Revolving Loans to the Borrower in an aggregate principal amount not
      exceeding the amount set forth with respect to such Lender on Schedule
      II ,
      or in
      the case of a Person becoming a Lender after the Closing Date, the amount of
      the
      assigned “Treasury Revolving Commitment” as provided in the Assignment and
      Acceptance executed by such Person as an assignee, as the same may be increased
      or decreased pursuant to terms hereof.




“ ***Treasury
      Revolving Commitment Amount*** ”
shall
      mean the aggregate principal amount of the Treasury Revolving Commitments from
      time to time. On the Closing Date, the Treasury Revolving Commitment Amount
      equals $100,000,000.




“ ***Treasury
      Revolving Commitment Termination Date*** ”
shall
      mean the earliest of (i) August 31, 2009, (ii) the date on which the Treasury
      Revolving Commitments are terminated pursuant to Section
      2.10 and
      (iii) the date on which all amounts outstanding under this Agreement have been
      declared or have automatically become due and payable (whether by acceleration
      or otherwise).




“ ***Treasury
      Revolving Credit Note*** ”
shall
      mean a promissory note of the Borrower payable to the order of a requesting
      Lender in the principal amount of such Lender’s Treasury Revolving Commitment,
      in substantially the form of Exhibit
      A .


17




“ ***Treasury
      Revolving Credit Exposure*** ”
shall
      mean, with respect to any Lender at any time, the sum of the outstanding
      principal amount of such Lender’s Treasury Revolving Loans.




“ ***Treasury
      Revolving Loan*** ”
shall
      mean a loan made by the Lender to the Borrower under its Treasury Revolving
      Commitment, which may either be a Base Rate Loan or a Eurodollar
      Loan.




“ ***Treasury
      Securities*** ”
shall
      mean government bonds that are direct obligations of, or obligations the
      principal of and interest on which are unconditionally guaranteed by, the United
      States (or by any agency thereof to the extent such obligations are backed
      by
      the full faith and credit of the United States).





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




“ ***Underwriting
      Policies*** ” shall
      mean those investment objectives, policies and restrictions that are set the
      Borrower’s 2005 annual report on Form 10K filed with the Securities and Exchange
      Commission, subject to other modifications or supplements as may be adopted
      by
      the Borrower from time to time and reflected in filing with the Securities
      and
      Exchange Commission that do not result in a materially adverse change from
      those
      set forth in such 2005 annual report .




***“Unencumbered
      Overriding Royalty Interest*** ”
shall
      mean any overriding royalty interest that is not subject to a recorded Mortgage
      or Deed of Trust covering such royalty interest in favor of the administrative
      agent under the Investment Credit Agreement.




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





“ ***Withdrawal
      Liability*** ”
shall
      mean 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
      1.2.**  **Classifications
      of Loans and Borrowings** .
      For
      purposes of this Agreement, Loans and Borrowings may be classified and referred
      to by Class (e.g. a “Treasury Revolving Loan” or “Treasury Revolving
      Borrowing”), by Type (e.g. a “Eurodollar Loan”, “Base Rate Loan”, “Eurodollar
      Borrowing” or “Base Rate Borrowing”) or by Class and Type (e.g. a “Treasury
      Revolving Eurodollar Loan” or “Treasury Revolving Eurodollar
      Borrowing”).




**Section
      1.3.**  **Accounting
      Terms and Determination** .
      Unless
      otherwise defined or specified herein, all accounting terms used herein shall
      be
      interpreted, all accounting determinations hereunder shall be made, and all
      financial statements required to be delivered hereunder shall be prepared,
      in
      accordance with GAAP as in effect from time to time, applied on a basis
      consistent with the most recent audited consolidated financial statement of
      the
      Borrower delivered pursuant to Section
      5.1 ( a ); provided ,
      that if
      the Borrower notifies the Administrative Agent that the Borrower wishes to
      amend
      any covenant in Article VI to eliminate the effect of any change in GAAP on
      the
      operation of such covenant (or if the Administrative Agent notifies the Borrower
      that the Required Lenders wish to amend Article VI for such purpose), then
      the
      Borrower’s compliance with such covenant shall be determined on the basis of
      GAAP in effect immediately before the relevant change in GAAP became effective,
      until either such notice is withdrawn or such covenant is amended in a manner
      satisfactory to the Borrower and the Required Lenders.


18




**Section
      1.4.**  **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”. In the computation of periods of time
      from a specified date to a later specified date, the word “from” means “from and
      including” and the word “to” means “to but excluding”. Unless the context
      requires otherwise (i) 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 it was originally executed or as
      it
      may from time to time be amended, restated, supplemented or otherwise modified
      (subject to any restrictions on such amendments, supplements or modifications
      set forth herein), (ii) any reference herein to any Person shall be construed
      to
      include such Person’s successors and permitted assigns, (iii) the words
“hereof”, “herein” and “hereunder” and words of similar import shall be
      construed to refer to this Agreement as a whole and not to any particular
      provision hereof, (iv) all references to Articles, Sections, Exhibits and
      Schedules shall be construed to refer to Articles, Sections, Exhibits and
      Schedules to this Agreement and (v) all references to a specific time shall
      be
      construed to refer to the time in the city and state of the Administrative
      Agent’s principal office, unless otherwise indicated.




**ARTICLE
      II**




**AMOUNT
      AND TERMS OF THE COMMITMENTS**




**Section
      2.1.**  **General
      Description of Facilities** .
      Subject
      to and upon the terms and conditions herein set forth, (i) the Lenders
      hereby establish in favor of the Borrower revolving credit facilities pursuant
      to which each Lender severally agrees (to the extent of such Lender’s
      Commitment) to make Loans to the Borrower in accordance with Section
      2.2 ; provided ,
      that in
      no event shall the aggregate principal amount of all outstanding Loans exceed
      at
      any time the Aggregate Commitment Amount from time to time in
      effect.




**Section
      2.2.**  **Treasury
      Revolving Loans** .
      Subject
      to the terms and conditions set forth herein, each Lender severally agrees
      to
      make Treasury Revolving Loans to the Borrower, ratably in proportion to its
      Pro
      Rata Share, from time to time during the **** Availability
      Period, in an aggregate principal amount outstanding at any time that will
      not
      result in (a) such Lender’s Treasury Revolving Credit Exposure exceeding such
      Lender’s Treasury Revolving Commitment or (b) the sum of the principal amount of
      Treasury Revolving Loans then outstanding to exceed Treasury Revolving
      Commitment Amount. During the Availability Period, the Borrower shall be
      entitled to borrow, prepay and reborrow Treasury Revolving Loans in accordance
      with the terms and conditions of this Agreement; provided ,
      that
      the Borrower may not borrow or reborrow should there exist a Default or Event
      of
      Default or should Borrower fail to maintain its status as a RIC as required
      by Section
      5.10 .


19




**Section
      2.3.**  **[INTENTIONALLY
      OMITTED]**




**Section
      2.4.**  **Procedure
      for Borrowings** .  The
      Borrower shall give the Administrative Agent written notice (or telephonic
      notice promptly confirmed in writing) of each Borrowing substantially in the
      form of Exhibit
      2.3 (a
“ ***Notice
      of Borrowing*** ”)
      (x)
      prior to 11:00 a.m. (New York time) on the date of each Base Rate Borrowing
      and
      (y) prior to 2:00 p.m. (New York time) three (3) Business Days prior to the
      requested date of each Eurodollar Borrowing. Each Notice of Borrowing shall
      be
      irrevocable and **** shall
      specify: (i) the aggregate principal amount of such Borrowing, (ii) the date
      of
      such Borrowing (which shall be a Business Day), (iii) the Class of such Loan
      comprising such Borrowing; (iv) the Type of such Loan comprising such Borrowing
      and (v) in the case of a Eurodollar Borrowing, the duration of the initial
      Interest Period applicable thereto (subject to the provisions of the definition
      of Interest Period). Each Borrowing shall consist entirely of Base Rate Loans
      or
      Eurodollar Loans, as the Borrower may request. The aggregate principal amount
      of
      each Eurodollar Borrowing shall be not less than $1,000,000 or a larger multiple
      of $250,000, and the aggregate principal amount of each Base Rate Borrowing
      shall not be less than $250,000 or a larger multiple of $100,000; provided ,
      that
      Base Rate Loans made pursuant to Section
      2.5 or Section
      2.20 ( d )
      may be
      made in lesser amounts as provided therein. At no time shall the total number
      of
      Eurodollar Borrowings outstanding at any time exceed four. Promptly following
      the receipt of a Notice of Borrowing in accordance herewith, the Administrative
      Agent shall advise each Lender of the details thereof and the amount of such
      Lender’s Loan to be made as part of the requested Borrowing.




**Section
      2.5.**  **Funding
      of Borrowings** .




(a)  Each
      Lender will make available each Loan to be made by it hereunder on the proposed
      date thereof by wire transfer in immediately available funds by 11:00 a.m.
      (New
      York **** time)
      for
      Eurodollar Borrowings and by 2:00 p.m. (New York time) for Base Rate Borrowings
      to the Administrative Agent at the Payment Office. The Administrative Agent
      will
      make such Loans available to the Borrower by promptly crediting the amounts
      that
      it receives, in like funds by the close of business on such proposed date,
      to an
      account maintained by the Borrower with the Administrative Agent or at the
      Borrower’s option, by effecting a wire transfer of such amounts to an account
      designated by the Borrower to the Administrative Agent.




(b)  Unless
      the Administrative Agent shall have been notified by any Lender (i) for
      Eurodollar Borrowings, prior to 5:00 p.m. (New
      York
      time) one
      (1)
      Business Day prior to the date of such Eurodollar Borrowing in which such Lender
      is to participate, and (ii) for Base Rate Borrowings, promptly and in no event
      later than 2:00 p.m. (New York time) on the day of such Base Rate Borrowing
      in
      which such Lender is to participate 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 amount available
      to the Administrative Agent on such date, and the Administrative Agent, in
      reliance on such assumption, may make available to the Borrower on such date
      a
      corresponding amount. If such corresponding amount is not in fact made available
      to the Administrative Agent by such Lender on the date of such Borrowing, the
      Administrative Agent shall be entitled to recover such corresponding amount
      on
      demand from such Lender together with interest at the Federal Funds Rate until
      the second Business Day after such demand and thereafter at the Base Rate.
      If
      such Lender does not pay such corresponding amount forthwith upon the
      Administrative Agent’s demand therefor, the Administrative Agent shall promptly
      notify the Borrower, and the Borrower shall immediately pay such corresponding
      amount to the Administrative Agent together with interest at the rate specified
      for such Borrowing. Nothing in this subsection shall be deemed to relieve any
      Lender from its obligation to fund its Pro Rata Share of any Borrowing hereunder
      or to prejudice any rights which the Borrower may have against any Lender as
      a
      result of any default by such Lender hereunder.


20




(c)  All
      Borrowings shall be made by the Lenders on the basis of their respective Pro
      Rata Shares. No Lender shall be responsible for any default by any other Lender
      in its obligations hereunder, and each Lender shall be obligated to make its
      Loans provided to be made by it hereunder, regardless of the failure of any
      other Lender to make its Loans hereunder.




**Section
      2.6.**  **Interest
      Elections** **.**




(a)  Each
      Borrowing initially shall be of the Type specified in the applicable Notice
      of
      Borrowing, and in the case of a Eurodollar Borrowing, shall have an initial
      Interest Period as specified in such Notice of Borrowing. Thereafter, the
      Borrower may elect to convert such Borrowing into a different Type or to
      continue such Borrowing, and in the case of a Eurodollar Borrowing, may elect
      Interest Periods therefor, all as provided in this Section
      2.6 .
      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 holding Loans comprising such Borrowing, and the Loans
      comprising each such portion shall be considered a separate Borrowing.




(b)  To
      make
      an election pursuant to this Section
      2.6 ,
      the
      Borrower shall give the Administrative Agent prior written notice (or telephonic
      notice promptly confirmed in writing) of each Borrowing substantially in the
      form of Exhibit
      2.7(b) (a
“ ***Notice
      of Conversion/Continuation*** ”)
      that
      is to be converted or continued, as the case may be, (x) prior to 11:00 a.m.
      (New York **** time)
      one
      (1) Business Day prior to the requested date of a conversion into a Base Rate
      Borrowing and (y) prior to 2:00 p.m. (New York **** time)
      three (3) Business Days prior to a continuation of or conversion into a
      Eurodollar Borrowing. Each such Notice of Conversion/Continuation shall be
      irrevocable and shall specify (i) the Borrowing to which such Notice of
      Continuation/Conversion applies and if different options are being elected
      with
      respect to different portions thereof, the portions thereof that are to be
      allocated to each resulting Borrowing (in which case the information to be
      specified pursuant to clauses (iii) and (iv) shall be specified for each
      resulting Borrowing); (ii) the effective date of the election made pursuant
      to
      such Notice of Continuation/Conversion, which shall be a Business Day, (iii)
      whether the resulting Borrowing is to be a Base Rate Borrowing or a Eurodollar
      Borrowing; and (iv) if the resulting Borrowing is to be a Eurodollar Borrowing,
      the Interest Period applicable thereto after giving effect to such election,
      which shall be a period contemplated by the definition of “Interest Period”. If
      any such Notice of Continuation/Conversion requests a Eurodollar Borrowing
      but
      does not specify an Interest Period, the Borrower shall be deemed to have
      selected an Interest Period of one month. The principal amount of any resulting
      Borrowing shall satisfy the minimum borrowing amount for Eurodollar Borrowings
      and Base Rate Borrowings set forth in Section
      2.4 .


21




(c)  If,
      on
      the expiration of any Interest Period in respect of any Eurodollar Borrowing,
      the Borrower shall have failed to deliver a Notice of Conversion/ Continuation,
      then, unless such Borrowing is repaid as provided herein, the Borrower shall
      be
      deemed to have elected to convert such Borrowing to a Base Rate Borrowing.
      No
      Borrowing may be converted into, or continued as, a Eurodollar Borrowing if
      a
      Default or an Event of Default exists, unless the Administrative Agent and
      each
      of the Lenders shall have otherwise consented in writing. No conversion of
      any
      Eurodollar Loans shall be permitted except on the last day of the Interest
      Period in respect thereof. ****




(d)  Upon
      receipt of any Notice of Conversion/Continuation, the Administrative Agent
      shall
      promptly notify each Lender of the details thereof and of such Lender’s portion
      of each resulting Borrowing.




**Section
      2.7.**  **Optional
      Reduction and Termination of Commitments** **.**




(a)  Unless
      previously terminated, all Commitments shall terminate on the Commitment
      Termination Date.




(b)  Upon
      at
      least three (3) Business Days’ prior written notice (or telephonic notice
      promptly confirmed in writing) to the Administrative Agent (which notice shall
      be irrevocable), the Borrower may reduce the Commitments in part or terminate
      the Commitments in whole; provided ,
      that
      any partial reduction shall apply to reduce proportionately and permanently
      the
      Commitment of each Lender, any partial reduction pursuant to this Section
      2.7 shall be
      in an amount of at least $1,000,000 and any larger multiple of $250,000, and
      no
      such reduction shall be permitted which would reduce the Treasury Revolving
      Commitments to an amount less than the outstanding Credit Exposures of all
      Lenders.




**Section
      2.8.**  **Repayment
      of Loans** **.** The
      outstanding principal amount of all Loans shall be due and payable (together
      with accrued and unpaid interest thereon) on the Commitment Termination Date.




**Section
      2.9.**  **Evidence
      of Indebtedness** .
      ( a) Each
      Lender shall maintain in accordance with its usual practice appropriate records
      evidencing the Indebtedness of the Borrower to such Lender resulting from each
      Loan made by such Lender from time to time, including the amounts of principal
      and interest payable thereon and paid to such Lender from time to time under
      this Agreement. The Administrative Agent shall maintain **** appropriate
      records **** in
      which
      shall be recorded (i) the Commitment of each Lender, (ii) the amount of each
      Loan made hereunder by each Lender, the Class and Type thereof and the Interest
      Period applicable thereto, (iii) the date of each continuation thereof pursuant
      to Section
      2.6 ,
      (iv)
      the date of each conversion of all or a portion thereof to another Type pursuant
      to Section
      2.6 ,
      (v) the
      date and amount of any principal or interest due and payable or to become due
      and payable from the Borrower to each Lender hereunder in respect of such Loans
      and (vi) both the date and amount of any sum received by the Administrative
      Agent hereunder from the Borrower in respect of the Loans and each Lender’s Pro
      Rata Share thereof. The entries made in such records shall be *prima
      facie* evidence
      of the existence and amounts of the obligations of the Borrower therein
      recorded; provided ,
      that
      the failure or delay of any Lender or the Administrative Agent in maintaining
      or
      making entries into any such record or any error therein shall not in any manner
      affect the obligation of the Borrower to repay the Loans (both principal and
      unpaid accrued interest) of such Lender in accordance with the terms of this
      Agreement.


22




(b)  At
      the
      request of any Lender at any time, the Borrower agrees that it will execute
      and
      deliver to such Lender a Treasury Revolving Note payable to the order of such
      Lender.




**Section
      2.10.**  **Prepayments**




(a)  The
      Borrower shall have the right at any time and from time to time to prepay any
      Borrowing, in whole or in part, without premium or penalty, except as expressly
      provided in this Section 2.10(a) by giving irrevocable written notice (or
      telephonic notice promptly confirmed in writing) to the Administrative Agent
      no
      later than (i) in the case of prepayment of any Eurodollar Borrowing, 2:00
      p.m.
      (New York **** time)
      not
      less than three (3) Business Days prior to any such prepayment, or (ii) in
      the
      case of any prepayment of any Base Rate Borrowing, 11:00 a.m. on the same day
      of
      such prepayment; provided ,
      however, prepayments made during the period beginning with the Closing Date
      and
      continuing until the first anniversary thereof shall be subject to a prepayment
      penalty in the amount of one percent (1%) of the amount of such prepayment.
      Each
      such notice shall be irrevocable and shall specify the proposed date of such
      prepayment and the principal amount of each Borrowing or portion thereof to
      be
      prepaid. Upon receipt of any such notice, the Administrative Agent shall
      promptly notify each affected Lender of the contents thereof and of such
      Lender’s Pro Rata Share of any such prepayment. If such notice is given, the
      aggregate amount specified in such notice shall be due and payable on the date
      designated in such notice, together with accrued interest to such date on the
      amount so prepaid in accordance with Section
      2.11(c ); provided ,
      that if
      a Eurodollar Borrowing is prepaid on a date other than the last day of an
      Interest Period applicable thereto, the Borrower shall also pay all amounts
      required pursuant to Section 2.17 .
      Each
      partial prepayment of any Loan shall be in an amount that would be permitted
      in
      the case of an advance of a Borrowing of the same Type pursuant to Section
      2.4 .
      Each
      prepayment of a Borrowing shall be applied ratably to the Loans comprising
      such
      Borrowing.




(b)  If
      at any
      time the Credit Exposure of all Lenders exceeds the Aggregate Commitment Amount,
      as reduced pursuant to Section
      2.7 or
      otherwise, the Borrower shall immediately repay Loans in an amount equal to
      such
      excess, together with all accrued and unpaid interest on such excess amount
      and
      any amounts due under Section
      2.17 .
      Each
      prepayment shall be applied ratably to the Base Rate Loans to the full extent
      thereof, and then to Eurodollar Loans to the full extent thereof.




(c)  If
      at any
      time Borrower shall fail to maintain its status as a RIC as required by Section
      5.10 ,
      the
      Borrower shall immediately repay all Obligations in full, including any
      prepayment penalty due pursuant to Section
      2.10(a) .




23


**Section
        2.11.**  **Interest
        on Loans**
  (a)  The
        Borrower shall pay interest on each Base Rate Loan at the Base Rate in effect
        from time to time and on each Eurodollar Loan at the Adjusted LIBO Rate for
        the
        applicable Interest Period in effect for such Loan, *plus* ,
        in each
        case, the Applicable Margin in effect from time to time.
  (b)  While
        an
        Event of Default exists or after acceleration, at the option of the Required
        Lenders, the Borrower shall pay interest (“ ***Default
        Interest*** ”)
        with
        respect to all Eurodollar Loans at the rate otherwise applicable for the
        then-current Interest Period *plus* an
        additional 2% per annum until the last day of such Interest Period, and
        thereafter, and with respect to all Base Rate Loans and all other Obligations
        hereunder (other than Loans), at an all-in rate in effect for Base Rate Loans, *plus* an
        additional 2% per annum.
  (c)  Interest
        on the principal amount of all Loans shall accrue from and including the
        date
        such Loans are made to but excluding the date of any repayment thereof. Interest
        on all outstanding Base Rate Loans shall be payable quarterly in arrears
        on the
        last day of each March, June, September and December and on the Commitment
        Termination Date. Interest on all outstanding Eurodollar Loans shall be payable
        on the last day of each Interest Period applicable thereto, and, in the case
        of
        any Eurodollar Loans having an Interest Period in excess of three months
        or 90
        days, respectively, on each day which occurs every three months or 90 days,
        as
        the case may be, after the initial date of such Interest Period, and on the
        Commitment Termination Date. Interest on any Loan which is converted into
        a Loan
        of another Type or which is repaid or prepaid shall be payable on the date
        of
        such conversion or on the date of any such repayment or prepayment (on the
        amount repaid or prepaid) thereof. All Default Interest shall be payable
        on
        demand.
  (d)  The
        Administrative Agent shall determine each interest rate applicable to the
        Loans
        hereunder and shall promptly notify the Borrower and the Lenders of such
        rate in
        writing (or by telephone, promptly confirmed in writing). Any such determination
        shall be conclusive and binding for all purposes, absent manifest
        error.
  **Section
        2.12.**  **Fees** .
  (a)  The
        Borrower shall pay to the Administrative Agent for its own account fees in
        the
        amounts and at the times previously agreed upon by the Borrower and the
        Administrative Agent. ****
  (b)  The
        Borrower agrees to pay to the Administrative Agent for the account of each
        Lender a commitment fee, which shall accrue at the Applicable Percentage
        per
        annum (determined daily in accordance with Schedule
        I )
        on the
        daily amount of the unused Commitment of such Lender during the Availability
        Period. For purposes of computing commitment fees with respect to the
        Commitments, the Commitment of each Lender shall be deemed used to the extent
        of
        the outstanding Loans of such Lender.
  (c)   On
        the
        Closing Date, the Borrower shall pay to the Administrative Agent for its
        own
        account fees in the amounts and at the times previously agreed upon in writing
        by the Borrower and the Administrative Agent.
  24
  (d)  Accrued
        fees (other than the fees referenced in paragraphs (c) and (d)) shall be
        payable
        quarterly in arrears on the last day of each March, June, September and
        December, commencing on September 30, 2006 and on the Commitment Termination
        Date (and if later, the date the Loans shall be repaid in their entirety); provided  further ,
        that
        any such fees accruing after the Commitment Termination Date shall be payable
        on
        demand.
  **Section
        2.13.**  **Computation
        of Interest and Fees** **.**
  Interest
        hereunder based on the Administrative Agent’s prime lending rate shall be
        computed on the basis of a year of 365 days (or 366 days in a leap year)
        and
        paid for the actual number of days elapsed (including the first day but
        excluding the last day). All other interest and all fees shall be computed
        on
        the basis of a year of 360 days and paid for the actual number of days elapsed
        (including the first day but excluding the last day). Each determination
        by the
        Administrative Agent of an interest amount or fee hereunder shall be made
        in
        good faith and, except for manifest error, shall be final, conclusive and
        binding for all purposes.
  **Section
        2.14.**  **Inability
        to Determine Interest Rates** .
        If
        prior to the commencement of any Interest Period for any Eurodollar
        Borrowing,
  (i)  the
        Administrative Agent shall have determined (which determination shall be
        conclusive and binding upon the Borrower **)** that, by
        reason of circumstances affecting the relevant interbank market, adequate
        means
        do not exist for ascertaining LIBOR for such Interest Period, or
  (ii)  the
        Administrative Agent shall have received notice from the Required Lenders
        that
        the Adjusted LIBO Rate does not adequately and fairly reflect the cost to
        such
        Lenders (or Lender, as the case may be) of making, funding or maintaining
        their
        (or its, as the case may be) Eurodollar Loans for such Interest
        Period,
  the
        Administrative Agent shall give written notice (or telephonic notice, promptly
        confirmed in writing) to the Borrower and to the Lenders as soon as practicable
        thereafter. In the case of Eurodollar Loans, until the Administrative Agent
        shall notify the Borrower and the Lenders that the circumstances giving rise
        to
        such notice no longer exist, (i) the obligations of the Lenders to make
        Eurodollar Loans or to continue or convert outstanding Loans as or into
        Eurodollar Loans shall be suspended and (ii) all such affected Loans shall
        be
        converted into Base Rate Loans on the last day of the then current Interest
        Period applicable thereto unless the Borrower prepays such Loans in accordance
        with this Agreement. Unless the Borrower notifies the Administrative Agent
        at
        least one Business Day before the date of any Eurodollar Borrowing for which
        a
        Notice of Borrowing has previously been given that it elects not to borrow
        on
        such date, then such Borrowing shall be made as a Base Rate
        Borrowing **.**
  **Section
        2.15.**  **Illegality** **.** If
        any
        Change in Law shall make it unlawful or impossible for any Lender to make,
        maintain or fund any Eurodollar Loan and such Lender shall so notify the
        Administrative Agent, the Administrative Agent shall promptly give notice
        thereof to the Borrower and the other Lenders, whereupon until such Lender
        notifies the Administrative Agent and the Borrower that the circumstances
        giving
        rise to such suspension no longer exist, the obligation of such Lender to
        make
        Eurodollar Loans, or to continue or convert outstanding Loans as or into
        Eurodollar Loans, shall be suspended. In the case of the making of a Eurodollar
        Borrowing, such Lender’s Loan shall be made as a Base Rate Loan as part of the
        same Borrowing for the same Interest Period and if the affected Eurodollar
        Loan
        is then outstanding, such Loan shall be converted to a Base Rate Loan either
        (i)
        on the last day of the then current Interest Period applicable to such
        Eurodollar Loan if such Lender may lawfully continue to maintain such Loan
        to
        such date or (ii) immediately if such Lender shall determine that it may
        not
        lawfully continue to maintain such Eurodollar Loan to such date. Notwithstanding
        the foregoing, the affected Lender shall, prior to giving such notice to
        the
        Administrative Agent, designate a different Applicable Lending Office if
        such
        designation would avoid the need for giving such notice and if such designation
        would not otherwise be disadvantageous to such Lender in the good faith exercise
        of its discretion.
  25
  **Section
        2.16.**  **Increased
        Costs** .
  (a)  If
        any
        Change in Law shall:
  (i)  impose,
        modify or deem applicable any reserve, special deposit or similar requirement
        that is not otherwise included in the determination of the Adjusted LIBO
        Rate
        hereunder against assets of, deposits with or for the account of, or credit
        extended by, any Lender (except any such reserve requirement reflected in
        the
        Adjusted LIBO Rate); or ****
  (ii)  impose
        on
        any Lender or the eurodollar interbank market any other condition affecting
        this
        Agreement or any Eurodollar Loans made by such Lender;
  and
        the
        result of either of the foregoing is to increase the cost to such Lender
        of
        making, converting into, continuing or maintaining a Eurodollar Loan or to
        reduce the amount received or receivable by such Lender hereunder (whether
        of
        principal, interest or any other amount), then the Borrower shall promptly
        pay,
        upon written notice from and demand by such Lender on the Borrower (with
        a copy
        of such notice and demand to the Administrative Agent), to the Administrative
        Agent for the account of such Lender, within five Business Days after the
        date
        of such notice and demand, additional amount or amounts sufficient to compensate
        such Lender for such additional costs incurred or reduction suffered.
  (b)  If
        any
        Lender shall have determined that on or after the date of this Agreement
        any
        Change in Law regarding capital requirements has or would have the effect
        of
        reducing the rate of return on such Lender’s capital (or on the capital of such
        Lender’s parent corporation) as a consequence of its obligations hereunder or to
        a level below that which such Lender or such Lender’s parent corporation could
        have achieved but for such Change in Law (taking into consideration such
        Lender’s policies or the policies of such Lender’s parent corporation with
        respect to capital adequacy) then, from time to time, within five (5) Business
        Days after receipt by the Borrower of written demand by such Lender (with
        a copy
        thereof to the Administrative Agent), the Borrower shall pay to such Lender
        such
        additional amounts as will compensate such Lender or such Lender’s parent
        corporation for any such reduction suffered.
  (c)  A
        certificate of a Lender setting forth the amount or amounts necessary to
        compensate such Lender or such Lender’s parent corporation, as the case may be,
        specified in paragraph (a) or (b) of this Section
        2.16 shall be
        delivered to the Borrower (with a copy to the Administrative Agent) and shall
        be
        conclusive, absent manifest error. The Borrower shall pay any such Lender
        such
        amount or amounts within 10 days after receipt thereof.
  26
  (d)  Failure
        or delay on the part of any Lender to demand compensation pursuant to this Section
        2.16 shall
        not constitute a waiver of such Lender’s right to demand such
        compensation.
  **Section
        2.17.**  **Funding
        Indemnity** .
        In the
        event of (a) the payment of any principal of a Eurodollar Loan other than
        on the
        last day of the Interest Period applicable thereto (including as a result
        of an
        Event of Default), (b) the conversion or continuation of a Eurodollar Loan
        other
        than on the last day of the Interest Period applicable thereto, or (c) the
        failure by the Borrower to borrow, prepay, convert or continue any Eurodollar
        Loan on the date specified in any applicable notice (regardless of whether
        such
        notice is withdrawn or revoked), then, in any such event, the Borrower shall
        compensate each Lender, within five (5) Business Days after written demand
        from
        such Lender, for any loss, cost or expense attributable to such event. In
        the
        case of a Eurodollar Loan, such loss, cost or expense shall be deemed to
        include
        an amount determined by such Lender to be the excess, if any, of (A) the
        amount
        of interest that would have accrued on the principal amount of such Eurodollar
        Loan if such event had not occurred at the Adjusted LIBO Rate applicable
        to such
        Eurodollar Loan for the period from the date of such event to the last day
        of
        the then current Interest Period therefor (or in the case of a failure to
        borrow, convert or continue, for the period that would have been the Interest
        Period for such Eurodollar Loan) over (B) the amount of interest that would
        accrue on the principal amount of such Eurodollar Loan for the same period
        if
        the Adjusted LIBO Rate were set on the date such Eurodollar Loan was prepaid
        or
        converted or the date on which the Borrower failed to borrow, convert or
        continue such Eurodollar Loan. A certificate as to any additional amount
        payable
        under this Section 2.17 submitted to the Borrower by any Lender (with a copy to the Administrative
        Agent) shall be conclusive, absent manifest error.
  **Section
        2.18.**  **Taxes** **.**
  (a)  Any
        and
        all payments by or on account of any obligation of the Borrower hereunder
        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
        2.18 )
        the
        Administrative Agent or any Lender (as the case may be) shall receive 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)  In
        addition, the Borrower shall pay any Other Taxes to the relevant Governmental
        Authority in accordance with applicable law.
  (c)  The
        Borrower shall indemnify the Administrative Agent and each Lender, within
        five
        (5) Business Days after written demand therefor, for the full amount of any
        Indemnified Taxes or Other Taxes paid by the Administrative Agent or such
        Lender, as the case may be, on or with respect to any payment by or on account
        of any obligation of the Borrower hereunder (including Indemnified Taxes
        or
        Other Taxes imposed or asserted on or attributable to amounts payable under Section
        2.18 )
        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 by the Administrative Agent on its own behalf or
        on
        behalf of a Lender, shall be conclusive absent manifest error.
  27
  (d)  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 certified copy of a receipt issued
        by
        such Governmental Authority evidencing such payment, a copy of the return
        reporting such payment or other evidence of such payment reasonably satisfactory
        to the Administrative Agent.
  (e)  Any
        Foreign Lender that is entitled to an exemption from or reduction of withholding
        tax under the Code or any treaty to which the United States 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, such properly completed and executed documentation prescribed by applicable
        law or reasonably requested by the Borrower as will permit such payments
        to be
        made without withholding or at a reduced rate. Without limiting the generality
        of the foregoing, each Foreign Lender agrees that it will deliver to the
        Administrative Agent and the Borrower (or in the case of a Participant, to
        the
        Lender from which the related participation shall have been purchased), as
        appropriate, two (2) duly completed copies of (i) Internal Revenue Service
        Form
        W-8 ECI, or any successor form thereto, certifying that the payments received
        from the Borrower hereunder are effectively connected with such Foreign Lender’s
        conduct of a trade or business in the United States; or (ii) Internal Revenue
        Service Form W-8 BEN, or any successor form thereto, certifying that such
        Foreign Lender is entitled to benefits under an income tax treaty to which
        the
        United States is a party which reduces the rate of withholding tax on payments
        of interest; or (iii) Internal Revenue Service Form W-8 BEN, or any successor
        form prescribed by the Internal Revenue Service, together with a certificate
        (A)
        establishing that the payment to the Foreign Lender qualifies as “portfolio
        interest” exempt from U.S. withholding tax under Code section 871(h) or 881(c),
        and (B) stating that (1) the Foreign Lender is not a bank for purposes of
        Code
        section 881(c)(3)(A), or the
        obligation of the Borrower hereunder is not, with respect to such Foreign
        Lender, a loan agreement entered into in the ordinary course of its trade
        or
        business, within the meaning of that Section; (2) the Foreign Lender is not
        a
        10% shareholder of the Borrower within the meaning of Code section 871(h)(3)
        or
        881(c)(3)(B); and (3) the Foreign Lender is not a controlled foreign corporation
        that is related to the Borrower within the meaning of Code section 881(c)(3)(C);
        or (iv) such other Internal Revenue Service forms as may be applicable to
        the
        Foreign Lender, including Forms W-8 IMY or W-8 EXP. Each such Foreign Lender
        shall deliver to the Borrower and the Administrative Agent such forms on
        or
        before the date that it becomes a party to this Agreement (or in the case
        of a
        Participant, on or before the date such Participant purchases the related
        participation). In addition, each such Foreign Lender shall deliver such
        forms
        promptly upon the obsolescence or invalidity of any form previously delivered
        by
        such Foreign Lender. Each such Foreign Lender shall promptly notify the Borrower
        and the Administrative Agent at any time that it determines that it is no
        longer
        in a position to provide any previously delivered certificate to the Borrower
        (or any other form of certification adopted by the Internal Revenue Service
        for
        such purpose).
  28
  **Section
        2.19.**  **Payments
        Generally; Pro Rata Treatment; Sharing of Set-offs** **.**
  (a)  The
        Borrower shall make each payment required to be made by it hereunder (whether
        of
        principal, interest or fees, or of amounts payable under Section
        2.16 , 2.17 or 2.18 ,
        or
        otherwise) prior to 12:00 noon (New York **** time),
        on
        the date when due, in immediately available funds, free and clear of any
        defenses, rights of set-off, counterclaim or withholding or deduction of
        taxes.
        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 Payment Office, except that
        payments pursuant to Sections
        2.16 , 2.17 and 2.18 and 10.3 shall be
        made directly to the Persons entitled thereto. The Administrative Agent shall
        distribute any such payments received by it for the 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 made payable for the
        period
        of such extension. All payments hereunder shall be made in Dollars.
  (b)  If
        at any
        time insufficient funds are received by and available to the Administrative
        Agent to pay fully all amounts of principal, interest and fees then due
        hereunder, such funds shall be applied (i) first, towards payment of interest
        and fees then due hereunder, ratably among the parties entitled thereto in
        accordance with the amounts of interest and fees then due to such parties,
        and
        (ii) second, towards payment of principal then due hereunder, ratably among
        the
        parties entitled thereto in accordance with the amounts of principal then
        due to
        such parties.
  (c)  If
        any
        Lender 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
        that would result in such Lender receiving payment of a greater proportion
        of
        the aggregate amount of its Loans and accrued interest thereon than the
        proportion received by any other Lender, then the Lender receiving such greater
        proportion shall purchase (for cash at face value) participations in the
        Loans
        of other Lenders to the extent necessary so that the benefit of all such
        payments shall be shared by the Lenders ratably in accordance with the aggregate
        amount of principal of and accrued interest on their respective Loans; 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 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 arrangements may exercise against the Borrower rights of set-off
        and
        counterclaim with respect to such participation as fully as if such Lender
        were
        a direct creditor of the Borrower in the amount of such
        participation.
  29
  (d)  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 the
        account
        of the Lenders 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 the amount or amounts due. In such event, if the
        Borrower has not in fact made such payment, then each of the Lenders severally
        agrees to repay to the Administrative Agent forthwith on demand the amount
        so
        distributed to such Lender 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 greater of the Federal Funds
        Effective Rate and a rate determined by the Administrative Agent in accordance
        with banking industry rules on interbank compensation.
  (e)  If
        any
        Lender shall fail to make any payment required to be made by it pursuant
        to 2.19 ( d )
        or
        ( e ), 2.18 ( d )
        or 10.3 ( d ),
        then
        the Administrative Agent may, in its discretion (notwithstanding any contrary
        provision hereof), apply any amounts thereafter received by the Administrative
        Agent for the account of such Lender to satisfy such Lender’s obligations under
        such Sections until all such unsatisfied obligations are fully
        paid.
  **Section
        2.20.**   **[** **Intentionally
        Omitted]** .
  **Section
        2.21.**  **[Intentionally
        Omitted]** **.**
  **Section
        2.22.**   **Mitigation
        of Obligations.** **** If
        any
        Lender requests compensation under Section
        2.16 ,
        or if
        the Borrower is required to pay any additional amount to any Lender or any
        Governmental Authority for the account of any Lender pursuant to Section
        2.18 ,
        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 sole judgment of such Lender, such designation or assignment (i) would
        eliminate or reduce amounts payable under Section
        2.16 or Section
        2.18 ,
        as the
        case may be, in the future and (ii) would not subject such Lender to any
        unreimbursed cost or expense and would not otherwise be disadvantageous to
        such
        Lender. The Borrower hereby agrees to pay all costs and expenses incurred
        by any
        Lender in connection with such designation or assignment .
  **Section
        2.23.**  **Replacement
        of Lenders** .
        If any
        Lender requests compensation under Section
        2.16 ,
        or if
        the Borrower is required to pay any additional amount to any Lender or any
        Governmental Authority of the account of any Lender pursuant to Section
        2.18 ,
        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 set forth in Section
        10.4(b )
        all its
        interests, rights and obligations under this Agreement to an assignee that
        shall
        assume such obligations (which assignee may be another Lender); provided ,
        that
        (i) the Borrower shall have received the prior written consent of the
        Administrative Agent, which consent shall not be unreasonably withheld, (ii)
        such Lender shall have received payment of an amount equal to the outstanding
        principal amount of all Loans owed to it, accrued interest thereon, accrued
        fees
        and all other amounts payable to it hereunder, from the assignee (in the
        case of
        such outstanding principal and accrued interest) and from the Borrower (in
        the
        case of all other amounts) and (iii) in the case of a claim for compensation
        under Section
        2.16 or
        payments required to be made pursuant to Section
        2.18 ,
        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.
  30
  **ARTICLE
        III**
  **CONDITIONS
        PRECEDENT TO LOANS**
  **Section
        3.1.**  **Conditions
        To Effectiveness** .
        The
        obligations of the Lenders to make Loans hereunder shall not become effective
        until the date on which each of the following conditions is satisfied (or
        waived
        in accordance with Section
        10.2 ).
        The
        Administrative Agent and the Borrower shall execute a notice confirming the
        satisfaction of such conditions and the occurrence of the Closing
        Date.
  (a)  The
        Administrative Agent shall have received all fees and other amounts due and
        payable on or prior to the Closing Date, including reimbursement or payment
        of
        all out-of-pocket expenses (including reasonable fees, charges and disbursements
        of counsel to the Administrative Agent) required to be reimbursed or paid
        by the
        Borrower hereunder, under any other Loan Document and under any agreement
        with
        the Administrative Agent or SunTrust Capital Markets, Inc., as
        Arranger.
  (b)  The
        Administrative Agent shall have completed and be satisfied with all due
        diligence with respect to the Borrower and its Subsidiaries, including but
        not
        limited to review of the Underwriting Policies, risk management procedures,
        accounting policies, systems integrity, compliance, management and
        organizational structure, and the loan and investment portfolio of the Borrower
        and its Subsidiaries;
  (c)   The
        Administrative Agent (or its counsel) shall have received the
        following:
  (i)  a
        counterpart of this Agreement signed by or on behalf of each party hereto
        or
        written evidence satisfactory to the Administrative Agent (which may include
        telecopy transmission of a signed signature page of this Agreement) that
        such
        party has signed a counterpart of this Agreement;
  (ii)  a
        duly
        executed Treasury Revolving Note payable to each Lender;
  (iii)  duly
        executed originals of any Control Agreement with respect to Cash Collateral
        held
        with any financial institution other than Agent or its affiliates.
  (iv)  the
        duly
        executed Security Agreement and duly executed Guaranty Agreement, together
        with
        other applicable documents under the laws of the jurisdictions with respect
        to
        the perfection of the Liens on Cash Collateral granted under the Security
        Agreement, as requested by the Administrative Agent in order to perfect such
        Liens, duly executed by the Borrower;
  31
  (v) a
        certificate of the Secretary or Assistant Secretary of each Loan Party in
        a form
        satisfactory to the Administrative Agent, attaching and certifying copies
        of its
        bylaws and of the resolutions of its boards of directors, or partnership
        agreement or limited liability company agreement, or comparable organizational
        documents and authorizations, authorizing the execution, delivery and
        performance of the Loan Documents to which it is a party and certifying the
        name, title and true signature of each officer of such Loan Party executing
        the
        Loan Documents to which it is a party;
  (vi) certified
        copies of the articles or certificate of incorporation, certificate of
        organization or limited partnership, or other registered organizational
        documents of each Loan Party, together with certificates of good standing
        or
        existence, as may be available from the Secretary of State of the jurisdiction
        of organization of such Loan Party and each other jurisdiction where such
        Loan
        Party is required to be qualified to do business as a foreign
        corporation;
  (vii)  a
        favorable written opinion of Thompson & Knight LLP, counsel to the Loan
        Parties, addressed to the Administrative Agent and each of the Lenders, and
        covering such matters relating to the Loan Parties, the Loan Documents and
        the
        transactions contemplated therein as the Administrative Agent or the Required
        Lenders shall reasonably request;
  (viii)  a
        certificate in the form of Exhibit
        3.1(b)(viii) ,
        dated
        the Closing Date and signed by a Responsible Officer, certifying that (x)
        no
        Default or Event of Default exists, (y) all representations and warranties
        of
        each Loan Party set forth in the Loan Documents are true and correct and
        (z)
        since the date of the financial statements of the Borrower described in Section
        4.4 ,
        there
        shall have been no change which has had or could reasonably be expected to
        have
        a Material Adverse Effect;
  (ix)  certified
        copies of all consents, approvals, authorizations, registrations and filings
        and
        orders required or advisable to be made or obtained under any Requirement
        of
        Law, or by any Contractual Obligation of each Loan Party, if any, in connection
        with the execution, delivery, performance, validity and enforceability of
        the
        Loan Documents or any of the transactions contemplated thereby, and such
        consents, approvals, authorizations, registrations, filings and orders, if
        any,
        shall be in full force and effect and all applicable waiting periods shall
        have
        expired and no investigation or inquiry by any governmental authority regarding
        the Loan Documents or any transaction being financed with the proceeds thereof
        shall be ongoing;
  (x)  a
        certificate, dated the Closing Date and signed by the chief financial officer
        of
        each Loan Party, confirming the solvency of each Loan Party before and after
        giving effect to all transactions contemplated by the Loan Documents, together
        with the Projections;
  32
  (xi)  copies
        of
        the audited consolidated financial statements for the Borrower and its
        subsidiaries for the Fiscal Year ending December 31, 2005;
  (xii)  certified
        copies of all agreements, indentures or notes governing the terms of any
        Material Indebtedness and all other material agreements, documents and
        instruments to which any Loan Party or any of its assets are bound, to the
        extent requested by the Administrative Agent;
  (xiii)  duly
        executed Intercreditor Agreement; and
  (xiv)  duly
        executed copy of the Investment Credit Agreement and the documents executed
        in
        connection therewith.
  **Section
        3.2.**  **Each
        Credit Event** . The
        obligation of each Lender to make a Loan on the occasion of any Borrowing
        is
        subject to the satisfaction of the following conditions, at the time of and
        immediately after giving effect to such Borrowing:
  (a)  no
        Default or Event of Default shall exist;
  (b)  all
        representations and warranties of each Loan Party set forth in the Loan
        Documents shall be true and correct in all material respects on and as of
        the
        date of such Borrowing in each case before and after giving effect
        thereto;
  (c)  since
        the
        date of the financial statements of the Borrower described in Section
        4.4 ,
        there
        shall have been no change which has had a Material Adverse Effect;
        and
  (d)  after
        giving effect to each Borrowing, the Borrower shall have provided sufficient
        Cash Collateral such that the Cash Collateral Coverage Ratio is at least
        1.01 to
        1.00.
  Each
        Borrowing shall be deemed to constitute a representation and warranty by
        the
        Borrower on the date thereof as to the matters specified in paragraphs (a),
        (b),
        (c) and (d) of this Section 3.2 .
  **Section
        3.3.**  **Delivery
        of Documents** .
        All of
        the Loan Documents, certificates, legal opinions and other documents and
        papers
        referred to in this Article III, unless otherwise specified, shall be delivered
        to the Administrative Agent for the account of each of the Lenders and, except
        for the Notes, in sufficient counterparts or copies for each of the Lenders
        and
        shall be in form and substance satisfactory in all respects to the
        Administrative Agent.
  **ARTICLE
        IV**
  **REPRESENTATIONS
        AND WARRANTIES**
  The
        Borrower represents and warrants to the Administrative Agent and each Lender
        as
        follows:
  **Section
        4.1.**  **Existence;
        Power** .
        The
        Borrower and each of its Subsidiaries (other than any Foreclosed Subsidiary)
        (i)
        is duly organized, validly existing and in good standing as a corporation,
        partnership or limited liability company under the laws of the jurisdiction
        of
        its organization, (ii) has all requisite power and authority to carry on
        its
        business as now conducted, and (iii) is duly qualified to do business, and
        is in good standing, in each jurisdiction where such qualification is required,
        except where a failure to be so qualified could not reasonably be expected
        to
        result in a Material Adverse Effect. ****
  33
  **Section
        4.2.**  **Organizational
        Power; Authorization** .
        The
        execution, delivery and performance by each Loan Party of the Loan Documents
        to
        which it is a party are within such Loan Party’s organizational powers and have
        been duly authorized by all necessary organizational, and if required,
        shareholder, partner or member, action. This Agreement has been duly executed
        and delivered by the Borrower, and **** constitutes,
        and each other Loan Document to which any Loan Party is a party, when executed
        and delivered by such Loan Party, will constitute, valid and binding obligations
        of the Borrower or such Loan Party (as the case may be), enforceable against
        it
        in accordance with their respective terms, except as may be limited by
        applicable bankruptcy, insolvency, reorganization, moratorium, or similar
        laws
        affecting the enforcement of creditors’ rights generally and by general
        principles of equity.
  **Section
        4.3.**  **Governmental
        Approvals; No Conflicts** .
        The
        execution, delivery and performance by the Borrower of this Agreement, and
        by
        each Loan Party of the other Loan Documents to which it is a party (a) do
        not
        require any consent or approval of, registration or filing with, or any action
        by, any Governmental Authority, except those as have been obtained or made
        and
        are in full force and effect, (b) will not violate any Requirements of Law
        applicable to the Borrower or any of its Subsidiaries or any judgment, order
        or
        ruling of any Governmental Authority, (c) will not violate or result in a
        default under any indenture, material agreement or other material instrument
        binding on the Borrower or any of its Subsidiaries or any of its assets or
        give
        rise to a right thereunder to require any payment to be made by the Borrower
        or
        any of its Subsidiaries and (d) will not result in the creation or imposition
        of
        any Lien on any asset of the Borrower or any of its Subsidiaries, except
        Liens
        (if any) created under the Loan Documents.
  **Section
        4.4.**  **Financial
        Statements** .
        The
        Borrower has furnished to each Lender the audited consolidated balance sheet
        of
        the Borrower and its Subsidiaries as of December 31, 2005 and the related
        consolidated statements of income, shareholders’ equity and cash flows for the
        Fiscal Year then ended prepared by PricewaterhouseCoopers LLP. Such financial
        statements fairly present the consolidated financial condition of the Borrower
        and its Subsidiaries as of such dates and the consolidated results of operations
        for such periods in conformity with GAAP consistently applied, subject to
        year
        end audit adjustments and the absence of footnotes in the case of the statements
        referred to above. Since December 31, 2005, there have been no changes with
        respect to the Borrower and its Subsidiaries which have had, singly or in
        the
        aggregate, a Material Adverse Effect.
  **Section
        4.5.**  **Litigation
        and Environmental Matters** .
  (a)  No
        litigation, investigation or proceeding of or before any arbitrators or
        Governmental Authorities is pending against or, to the knowledge of the
        Borrower, threatened against or affecting the Borrower or any of its
        Subsidiaries (i) as to which there is a reasonable possibility of an adverse
        determination that could reasonably be expected to have, either individually
        or
        in the aggregate, a Material Adverse Effect or (ii) which in any manner draws
        into question the validity or enforceability of this Agreement or any other
        Loan
        Document.
  34
  (b)  Except
        for the matters set forth on Schedule
        4.5 ,
        neither
        the Borrower nor any of its Subsidiary Guarantors (i) 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, (ii) has become subject
        to any Environmental Liability, (iii) has received notice of any claim with
        respect to any Environmental Liability or (iv) knows of any basis for any
        Environmental Liability.
  **Section
        4.6.**  **Compliance
        with Laws and Agreements** .
        The
        Borrower and each Subsidiary Guarantor is in compliance with (a) all
        Requirements of Law and all judgments, decrees and orders of any Governmental
        Authority and (b) all indentures, agreements or other instruments binding
        upon
        it or its properties, except where non-compliance, either singly or in the
        aggregate, could not reasonably be expected to result in a Material Adverse
        Effect.
  **Section
        4.7.**  **Investment
        Company Act, Etc.** Neither
        the Borrower nor any of its Subsidiaries is (a) an “investment company” or is
“controlled” by an “investment company”, as such terms are defined in, or
        subject to regulation under, the Investment Company Act, (b) a “holding company”
as defined in, or subject to regulation under, the Public Utility Holding
        Company Act of 1935, as amended or (c) otherwise subject to any other regulatory
        scheme limiting its ability to incur debt or requiring any approval or consent
        from or registration or filing with, any Governmental Authority in connection
        therewith, except that the Borrower has elected to be a “business development
        company” as defined in Section 2(a)(46) of the Investment Company Act and is
        subject to regulation as such under the Investment Company Act including
        Section
        18, as modified by Section 61, of the Investment Company Act.
  **Section
        4.8.**  **Taxes** .
        The
        Borrower and its Subsidiaries (other than Foreclosed Subsidiaries) and each
        other Person for whose taxes the Borrower or any Subsidiary could become
        liable
        have timely filed or caused to be filed all Federal income tax returns and
        all
        other material tax returns that are required to be filed by them, and have
        paid
        all taxes shown to be due and payable on such returns or on any assessments
        made
        against it or its property and all other taxes, fees or other charges imposed
        on
        it or any of its property by any Governmental Authority, except where the
        same
        are currently being contested in good faith by appropriate proceedings and
        for
        which the Borrower or such Subsidiary, as the case may be, has set aside
        on its
        books adequate reserves in accordance with GAAP. The charges, accruals and
        reserves on the books of the Borrower and its Subsidiaries in respect of
        such
        taxes are adequate, and no tax liabilities that could be materially in excess
        of
        the amount so provided are anticipated.
  **Section
        4.9.**  **Margin
        Regulations** .
        None of
        the proceeds of any of the Loans will be used, directly or indirectly, for
        any
        purpose that violates the provisions of Regulation U of the Board of Governors
        of the Federal Reserve System, and following the application of the proceeds
        from each Loan, not more than 25% of the value of the assets, either of the
        Borrower only or of the Borrower and its Subsidiaries on a consolidated basis,
        will be “margin stock”. Neither the Borrower nor its Subsidiaries is engaged
        principally, or as one of its important activities, in the business of extending
        credit for the purpose of purchasing or carrying “margin stock.”
  35
  **Section
        4.10.**  **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. The present value of all accumulated benefit obligations under each
        Plan
        (based on the assumptions used for purposes of Statement of Financial Standards
        No. 87) did not, as of the date of the most recent financial statements
        reflecting such amounts, exceed the fair market value of the assets of such
        Plan, and the present value of all accumulated benefit obligations of all
        underfunded Plans (based on the assumptions used for purposes of Statement
        of
        Financial Standards No. 87) did not, as of the date of the most recent financial
        statements reflecting such amounts, exceed the fair market value of the assets
        of all such underfunded Plans.
  **Section
        4.11.**  **Ownership
        of Property** .
  (a)  Each
        of
        the Borrower and its Subsidiary Guarantors has good title to, or valid leasehold
        interests in, all of its real and personal property material to the operation
        of
        its business, including all such properties reflected in the most recent
        audited
        consolidated balance sheet of the Borrower referred to in Section
        4.4 or
        purported to have been acquired by the Borrower or any Subsidiary Guarantor
        after said date (except as sold or otherwise disposed of in the ordinary
        course
        of business), in each case free and clear of Liens prohibited by this Agreement.
        All leases that individually or in the aggregate are material to the business
        or
        operations of the Borrower and its Subsidiary Guarantors are valid and
        subsisting and are in full force.
  (b)  Each
        of
        the Borrower and its Subsidiary Guarantors owns, or is licensed, or otherwise
        has the right, to use, all patents, trademarks, service marks, trade names,
        copyrights and other intellectual property material to its business, and
        the use
        thereof by the Borrower and its Subsidiary Guarantors does not infringe in
        any
        material respect on the rights of any other Person.
  (c)  The
        properties of the Borrower and its Subsidiary Guarantors are insured with
        financially sound and reputable insurance companies which are not Affiliates
        of
        the Borrower, in such amounts with such deductibles and covering such risks
        as
        are customarily carried by companies engaged in similar businesses and owning
        similar properties in localities where the Borrower or any applicable Subsidiary
        Guarantor operates.
  **Section
        4.12.**  **Disclosure** .
        The
        Borrower has disclosed to the Lenders all agreements, instruments, and corporate
        or other restrictions to which the Borrower or any of its Subsidiaries is
        subject, and all other matters known to any of them, that, individually or
        in
        the aggregate, could reasonably be expected to result in a Material Adverse
        Effect. None of the reports (including without limitation all reports that
        the
        Borrower is required to file with the Securities and Exchange Commission),
        nor
        any financial statements, certificates or other information furnished by
        or on
        behalf of the Borrower to the Administrative Agent or any Lender in connection
        with the negotiation or syndication of this Agreement or any other Loan Document
        or delivered hereunder or thereunder (as modified or supplemented by any
        other
        information so furnished) contains any material misstatement of fact or omits
        to
        state any material fact necessary to make the statements therein, taken as
        a
        whole, in light of the circumstances under which they were made, not
        misleading.
  36
  **Section
        4.13.**  **Labor
        Relations** .
        There
        are no strikes, lockouts or other material labor disputes or grievances against
        the Borrower or any of its Subsidiary Guarantors, or, to the Borrower’s
        knowledge, threatened against or affecting the Borrower or any of its Subsidiary
        Guarantors, and no significant unfair labor practice, charges or grievances
        are
        pending against the Borrower or any of its Subsidiary Guarantors, or to the
        Borrower’s knowledge, threatened against any of them before any Governmental
        Authority. All payments due from the Borrower or any of its Subsidiaries
        pursuant to the provisions of any collective bargaining agreement have been
        paid
        or accrued as a liability on the books of the Borrower or any such Subsidiary,
        except where the failure to do so could not reasonably be expected to have
        a
        Material Adverse Effect.
  **Section
        4.14.**   **Subsidiaries** . Schedule
        4.14 sets
        forth the name of, the ownership interest of the Borrower in, the jurisdiction
        of incorporation or organization of, and the type of, each Subsidiary and
        identifies each Subsidiary that is a Subsidiary Guarantor, in each case as
        of
        the Closing Date.
  **Section
        4.15.**   **Insolvency** . After
        giving effect to the execution and delivery of the Loan Documents, the making
        of
        the Loans under this Agreement, neither the Borrower nor its Subsidiary
        Guarantors will be “insolvent,” within the meaning of such term as defined in §
101 of Title 11 of the United States Code, as amended from time to time,
        or be
        unable to pay its debts generally as such debts become due, or have an
        unreasonably small capital to engage in any business or transaction, whether
        current or contemplated.
  **Section
        4.16.**    **OFAC** .
        No Loan
        Party (i) is a person whose property or interest in property is blocked or
        subject to blocking pursuant to Section 1 of Executive Order 13224 of September
        23, 2001 Blocking Property and Prohibiting Transactions With Persons Who
        Commit,
        Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii)
        engages in any dealings or transactions prohibited by Section 2 of such
        executive order, or is otherwise associated with any such person in any manner
        violative of Section 2, or (iii) is a person on the list of Specially Designated
        Nationals and Blocked Persons or subject to the limitations or prohibitions
        under any other U.S. Department of Treasury’s Office of Foreign Assets Control
        regulation or executive order.
  **Section
        4.17.**   **Patriot
        Act** .
        Each
        Loan Party is in compliance, in all material respects, with (i) the Trading
        with the Enemy Act, as amended, and each of the foreign assets control
        regulations of the United States Treasury Department (31 CFR, Subtitle B,
        Chapter V, as amended) and any other enabling legislation or executive order
        relating thereto, and (ii) the Uniting And Strengthening America By Providing
        Appropriate Tools Required To Intercept And Obstruct Terrorism (USA Patriot
        Act
        of 2001). No part of the proceeds of the Loans will be used, directly or
        indirectly, for any payments to any governmental official or employee, political
        party, official of a political party, candidate for political office, or
        anyone
        else acting in an official capacity, in order to obtain, retain or direct
        business or obtain any improper advantage, in violation of the United States
        Foreign Corrupt Practices Act of 1977, as amended.
  37
  **ARTICLE
        V**
  **AFFIRMATIVE
        COVENANTS**
  The
        Borrower covenants and agrees that so long as any Lender has a Commitment
        hereunder or any Obligation remains unpaid or outstanding:
  **Section
        5.1.**  **Financial
        Statements and Other Information** .
        The
        Borrower will deliver to the Administrative Agent:
  (a)  as
        soon
        as available and in any event within 90 days after the end of each Fiscal
        Year
        of Borrower, a copy of the annual audited report for such Fiscal Year for
        the
        Borrower and its Subsidiaries, containing a consolidated balance sheet of
        the
        Borrower and its Subsidiaries as of the end of such Fiscal Year and the related
        consolidated statements of income, stockholders’ equity and cash flows (together
        with all footnotes thereto) of the Borrower and its Subsidiaries for such
        Fiscal
        Year, setting forth in each case in comparative form the figures for the
        previous Fiscal Year, all in reasonable detail and reported on by
        PricewaterhouseCoopers LLP or other independent public accountants of nationally
        recognized standing (without a “going concern” or similar qualification,
        exception or explanation and without any qualification or exception as to
        scope
        of such audit) to the effect that such financial statements present fairly
        in
        all material respects the financial condition and the results of operations
        of
        the Borrower and its Subsidiaries for such Fiscal Year on a consolidated
        basis
        in accordance with GAAP and that the examination by such accountants in
        connection with such consolidated financial statements has been made in
        accordance with generally accepted auditing standards; provided ,
        that to
        the extent that any Special Purpose Subsidiary or Foreclosed Subsidiary that
        is
        treated as a consolidated entity and reflected on the consolidated balance
        sheet
        of the Borrower and its Subsidiaries, concurrently with the delivery of the
        financial statements referred to in this paragraph (a), the Borrower shall
        provide to the Administrative Agent a balance sheet for each such Special
        Purpose Subsidiary and such Foreclosed Subsidiary as of the end of such Fiscal
        Year and the related statements of income, stockholders’ equity and cash flows
        (together with all footnotes thereto) of such Special Purpose Subsidiary
        and
        such Foreclosed Subsidiary for such Fiscal Year, setting forth in each case
        in
        comparative form the figures for the previous Fiscal Year;
  (b)  as
        soon
        as available and in any event within 45 days after the end of each Fiscal
        Quarter of the Borrower, an unaudited consolidated balance sheet of the Borrower
        and its Subsidiaries as of the end of such Fiscal Quarter and the related
        unaudited consolidated statements of income and cash flows of the Borrower
        and
        its Subsidiaries for such Fiscal Quarter and the then elapsed portion of
        such
        Fiscal Year, setting forth in each case in comparative form the figures for
        the
        corresponding quarter and the corresponding portion of Borrower’s previous
        Fiscal Year, all certified by the chief financial officer **** or
        treasurer **** 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, subject to normal year-end audit adjustments
        and
        the absence of footnotes; provided ,
        that to
        the extent that any Special Purpose Subsidiary or any Foreclosed Subsidiary
        that
        is treated as a consolidated entity and reflected on the consolidated balance
        sheet of the Borrower and its Subsidiaries, concurrently with the delivery
        of
        the financial statements referred to in this paragraph (b), the Borrower
        shall
        provide to the Administrative Agent a balance sheet for each such Special
        Purpose Subsidiary and such Foreclosed Subsidiary as of the end of such Fiscal
        Quarter and the related statements of income, stockholders’ equity and cash
        flows (together with all footnotes thereto) of such Special Purpose Subsidiary
        and such Foreclosed Subsidiary for such Fiscal Quarter, setting forth in
        each
        case in comparative form the figures for the previous Fiscal
        Quarter;
  38
  (c)  concurrently
        with the delivery of the financial statements referred to in clauses (a)
        and (b)
        above, a Compliance Certificate signed by the principal financial officer
        of the
        Borrower;
  (d)  a
        copy of
        each valuation report of the Borrower’s and its Subsidiaries’ loan and
        securities portfolio provided pursuant to the Investment Credit
        Agreement;
  (e)  promptly
        after the same become publicly available, copies of all periodic and other
        reports, proxy statements and other materials filed with the Securities and
        Exchange Commission, or any Governmental Authority succeeding to any or all
        functions of said Commission, or with any national securities exchange, or
        distributed by the Borrower to its shareholders generally, as the case may
        be;
  (f)  promptly
        following any reasonable request therefor, such other information regarding
        the
        results of operations, business affairs, financial condition and loan and
        securities portfolio of the Borrower or any Subsidiary as the Administrative
        Agent or any Lender may reasonably request; and
  (g)  as
        soon
        as available and in any event within 5 Business Days after the end of each
        month, a certificate from a Responsible Officer of the Company certifying
        as to
        the mark to market value of the Cash Collateral as of the end of such
        month.
  **Section
        5.2.**  **Notices
        of Material Events** .
        The
        Borrower will furnish to the Administrative Agent written notice of the
        following promptly after a Responsible Officer has knowledge
        thereof:
  (a)  the
        occurrence of any Default or Event of Default;
  (b)  the
        filing or commencement of any action, suit or proceeding by or before any
        arbitrator or Governmental Authority against or, to the knowledge of the
        Borrower, affecting the Borrower or any Subsidiary which, if adversely
        determined, could reasonably be expected to result in a Material Adverse
        Effect;
  (c)  the
        occurrence of any event or any other development by which the Borrower or
        any of
        its Subsidiaries (i) fails to comply with any Environmental Law or to obtain,
        maintain or comply with any permit, license or other approval required under
        any
        Environmental Law, (ii) becomes subject to any Environmental Liability, (iii)
        receives notice of any claim with respect to any Environmental Liability,
        or
        (iv) becomes aware of any basis for any Environmental Liability and in each
        of
        the preceding clauses, which individually or in the aggregate, could reasonably
        be expected to result in a Material Adverse Effect;
  39
  (d)  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
        $1,000,000;
  (e)  the
        occurrence of any default or event of default, or the receipt by Borrower
        or any
        of its Subsidiaries of any written notice of an alleged default or event
        of
        default, respect of any Material Indebtedness of the Borrower or any of its
        Subsidiaries; and
  (f)  any
        other
        development that results in, or could reasonably be expected to result in,
        a
        Material Adverse Effect.
  Each
        notice delivered under this Section
        5.2 shall be
        accompanied by a written statement of a Responsible Officer 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
        5.3.**  **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 maintain in full force and
        effect its legal existence and its respective rights, licenses, permits,
        privileges, franchises, patents, copyrights, trademarks and trade names where
        the failure to do so, either individually or in the aggregate, could not
        reasonably be expected to result in a Material Adverse Effect and will continue
        to engage in the same business as presently conducted or such other businesses
        that are reasonably related thereto; provided ,
        that
        nothing in this Section
        5.3 shall
        prohibit any merger, consolidation, liquidation or dissolution permitted
        under Section
        7.3 .
  **Section
        5.4.**  **Compliance
        with Laws, Etc.** The
        Borrower will, and will cause each of its Subsidiaries to, comply with all
        laws,
        rules, regulations and requirements of any Governmental Authority applicable
        to
        its business and properties, including without limitation, all Environmental
        Laws, ERISA and OSHA, except where the failure to do so, either individually
        or
        in the aggregate, could not reasonably be expected to result in a Material
        Adverse Effect.
  **Section
        5.5.**  **Payment
        of Obligations.** The
        Borrower will, and will cause each of its Subsidiaries (other than Foreclosed
        Subsidiaries) to, pay and discharge at or before maturity, all of its material
        obligations and liabilities (including without limitation all tax liabilities
        and claims that could result in a statutory Lien) 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, and (b) the Borrower
        or such Subsidiary has set aside on its books adequate reserves with respect
        thereto in accordance with GAAP.
  **Section
        5.6.**  **Books
        and Records** .
        The
        Borrower will, and will cause each of its Subsidiaries to, keep
        proper **** books
        of
        record and account in which full, true and correct entries shall be made
        of all
        dealings and transactions in relation to its business and activities to the
        extent necessary to prepare the consolidated financial statements of Borrower
        in
        conformity with GAAP.
  **Section
        5.7.**  **Visitation,
        Inspection, Etc.** The
        Borrower will, and will cause each of its Subsidiaries to, permit any
        representative of the Administrative Agent, or any Lender, to visit and inspect
        its properties, to conduct audits of the Cash Collateral, to examine its
        books
        and records and to make copies and take extracts therefrom, and to discuss
        its
        affairs, finances and accounts with any of its officers and with its independent
        certified public accountants, all at such reasonable times and as often as
        the
        Administrative Agent or any Lender may reasonably request after reasonable
        prior
        notice to the Borrower; *provided,
        however* ,
        if a
        Default or an Event of Default has occurred and is continuing, no prior notice
        shall be required. All reasonable expenses incurred by the Administrative
        Agent
        and, at any time after the occurrence and during the continuance of a Default
        or
        an Event of Default, any Lenders in connection with any such visit, inspection,
        audit, examination and discussions shall be borne by the Borrower.
  40
  **Section
        5.8.**  **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, except where a failure to maintain
        such property could not reasonably be expected to result in a Material Adverse
        Effect, (b) maintain with financially sound and reputable insurance companies,
        insurance with respect to its properties and business, and the properties
        and
        business of its Subsidiaries, against loss or damage of the kinds customarily
        insured against by companies in the same or similar businesses operating
        in the
        same or similar locations, and (c) at all times shall name the Administrative
        Agent as additional insured on the general liability policy of the Borrower
        and
        its Subsidiaries.
  **Section
        5.9.**  **Use
        of Proceeds** .
        The
        Borrower will use the proceeds of all Treasury Revolving Loans to support
        portfolio growth and preserve future investment flexibility permitted under
        the
        Internal Revenue Code. No part of the proceeds of any Loan will be used,
        whether
        directly or indirectly, for any purpose that would violate any rule or
        regulation of the Board of Governors of the Federal Reserve System, including
        Regulations T, U or X.
  **Section
        5.10.**  **Maintenance
        of RIC Status and Business Development Company** .
        The
        Borrower will maintain its status as a RIC under the Code and as a “business
        development company” under the Investment Company Act.
  **Section
        5.11.**  **Additional
        Subsidiaries; Additional Collateral** .
        (a) In
        the event that any Person becomes a Subsidiary of Borrower after the date
        hereof
        (other than a Special Purpose Subsidiary or a Foreclosed Subsidiary), Borrower
        will promptly notify Administrative Agent of that fact and cause such Subsidiary
        to execute and deliver to Administrative Agent a counterpart of the Subsidiary
        Guarantee Agreement and deliver with respect to such Subsidiary documents
        of the
        type delivered on the Closing Date under Section 3.1(c)(v) with respect the
        Subsidiaries on the Closing Date.
  **Section
        5.12.**   **Compliance
        with Underwriting Policies** .
        The
        Borrower shall, and shall cause its Subsidiaries, to comply at all times
        with
        its Underwriting Policies.
  41
  **ARTICLE
        VI**
  **FINANCIAL
        COVENANTS**
  The
        Borrower covenants and agrees that so long as any Lender has a Commitment
        hereunder or any Obligation remains unpaid or outstanding:
  **Section
        6.1.**  **Minimum
        Asset Coverage Ratio** .
        The
        Borrower shall maintain at all times an Asset Coverage Ratio of at least
        2.25:1.0.
  **Section
        6.2.**  **Minimum
        Adjusted Asset Coverage Ratio** .
        The
        Borrower shall maintain at all times an Adjusted Asset Coverage Ratio of
        at
        least 2.00:1.0.
  **Section
        6.3.**  **Interest
        Coverage Ratio** .
        The
        Borrower will maintain, as of the end of each Fiscal Quarter, commencing
        with
        the Fiscal Quarter ending June 30, 2006, an Interest Coverage Ratio of not
        less than 3.00:1.00.
  **Section
        6.4.**  **Cash
        Collateral Coverage Ratio** .
        The
        Borrower shall maintain at all times on a consolidated basis a Cash Collateral
        Coverage Ratio of at least 1.01:1.00.
  **ARTICLE
        VII**
  **NEGATIVE
        COVENANTS**
  The
        Borrower covenants and agrees that so long as any Lender has a Commitment
        hereunder or any Obligation remains unpaid or outstanding:
  **Section
        7.1.**  **Indebtedness
        and Preferred Equity** .
        The
        Borrower will not, and will not permit any of its Subsidiaries to, create,
        incur, assume or suffer to exist any Indebtedness, except:
  (a)  Indebtedness
        created pursuant to the Loan Documents ;
  (b)  Indebtedness
        existing on the date hereof and set forth on Schedule
        7.1 and
        extensions, renewals and replacements of any such Indebtedness that do not
        increase the outstanding principal amount thereof (immediately prior to giving
        effect to such extension, renewal or replacement) or shorten the maturity
        or the
        weighted average life thereof;
  (c)  Indebtedness
        incurred to finance the acquisition, construction or improvement of any fixed
        or
        capital assets, including Capital Lease Obligations and any Indebtedness
        assumed
        in connection with the acquisition of any such assets secured by a Lien on
        any
        such assets prior to the acquisition thereof; provided, that such Indebtedness
        is incurred prior to or within 90 days after such acquisition or the completion
        of such construction or improvements or extensions, renewals, and replacements
        of any such Indebtedness that do not increase the outstanding principal amount
        thereof (immediately prior to giving effect to such extension, renewal or
        replacement) or shorten the maturity or the weighted average life thereof;
        provided further, that the aggregate principal amount of such Indebtedness
        does
        not exceed $5,000,000 at any time outstanding;
  42
  (d)  Indebtedness
        of the Borrower owing to any Subsidiary and of any Subsidiary owing to the
        Borrower or any other Subsidiary;
  (e)  Guarantees
        by the Borrower of Indebtedness of any Subsidiary and by any Subsidiary of
        Indebtedness of the Borrower or any other Subsidiary;
  (f)  Indebtedness
        in respect of Hedging Obligations not prohibited by Section 7.9 ;
  (g)  other
        unsecured Indebtedness in an aggregate principal amount not to exceed $5,000,000
        at any time outstanding;
  (h)  Indebtedness
        incurred by any Special Purpose Subsidiary or Foreclosed Subsidiary that
        is
        non-recourse to the Loan Parties;
  (i)  Indebtedness
        arising in connection with the accrual of any fees and expenses required
        to be
        paid under the Investment Advisory Agreement and the Administration
        Agreement;
  (j)  Indebtedness
        created pursuant to the Investment Credit Agreement.
  Borrower
        will not, and will not permit any Subsidiary Guarantor to, issue any preferred
        stock or other preferred equity interests that (i) matures or is mandatorily
        redeemable pursuant to a sinking fund obligation or otherwise, (ii) is or
        may
        become redeemable or repurchaseable by Borrower or such Subsidiary Guarantor
        at
        the option of the holder thereof, in whole or in part or (iii) is convertible
        or
        exchangeable at the option of the holder thereof for Indebtedness or preferred
        stock or any other preferred equity interests described in this paragraph,
        on or
        prior to, in the case of clause (i), (ii) or (iii), the first anniversary
        of the
        Commitment Termination Date.
  **Section
        7.2.**  **Negative
        Pledge** .
        The
        Borrower will not, and will not permit any of its Subsidiary Guarantors to,
        create, incur, assume or suffer to exist any Lien on any of its assets or
        property now owned or hereafter acquired or, except:
  (a)  Liens
        securing the Obligations;
  (b)  Permitted
        Encumbrances;
  (c)  any
        Liens
        on any property or asset of the Borrower or any Subsidiary existing on the
        Closing Date set forth on Schedule
        7.2 ; provided ,
        that
        such Lien shall not apply to any other property or asset of the Borrower
        or any
        Subsidiary;
  (d)  purchase
        money Liens upon or in any fixed or capital assets to secure the purchase
        price
        or the cost of construction or improvement of such fixed or capital assets
        or to
        secure Indebtedness incurred solely for the purpose of financing the
        acquisition, construction or improvement of such fixed or capital assets
        (including Liens securing **** any
        Capital Lease Obligations); provided ,
        that
        (i) such Lien secures Indebtedness permitted by Section
        7.1 ( c ),
        (ii)
        such Lien attaches to such asset concurrently or within 90 days after the
        acquisition, improvement or completion of the construction thereof; (iii)
        such
        Lien does not extend to any other asset; and (iv) the Indebtedness secured
        thereby does not exceed the cost of acquiring, constructing or improving
        such
        fixed or capital assets;
  43
  (e)  rights
        of
        set off, rights over a margin call account, any form of cash collateral or
        similar arrangement, in any case for obligations incurred in respect of any
        Hedging Transactions so long as such Liens do not encumber assets securing
        the
        Obligations;
  (f)  extensions,
        renewals, or replacements of any Lien referred to in paragraphs (a) through
        (e)
        of this Section
        7.2 ; provided ,
        that
        the principal amount of the Indebtedness secured thereby is not increased
        and
        that any such extension, renewal or replacement is limited to the assets
        originally encumbered thereby; and
  (g)  Liens
        securing the obligations under the Investment Credit Agreement.
  **Section
        7.3.**  **Fundamental
        Changes** **.**
  (a)  The
        Borrower will not, and will not permit any Subsidiary Guarantor to, merge
        into
        or consolidate into any other Person, or permit any other Person to merge
        into
        or consolidate with it, or sell, lease, transfer or otherwise dispose of
        (in a
        single transaction or a series of transactions) all or substantially all
        of its
        assets (in each case, whether now owned or hereafter acquired) or all or
        substantially all of the stock of any of its Subsidiaries **** (in
        each
        case, whether now owned or hereafter acquired) **** or
        liquidate or dissolve; provided *,* that
        if
        at the time thereof and immediately after giving effect thereto, no Default
        or
        Event of Default shall have occurred and be continuing (i) the Borrower or
        any
        Subsidiary may merge with a Person if the Borrower (or such Subsidiary if
        the
        Borrower is not a party to such merger) is the surviving Person, (ii) any
        Subsidiary may merge into another Subsidiary; provided ,
        that if
        any party to such merger is a Subsidiary Guarantor, the Subsidiary Guarantor
        shall be the surviving Person, (iii) the Borrower may sell the stock of any
        Subsidiary and any Subsidiary may sell, transfer, lease or otherwise dispose
        of
        all or substantially all of its assets so long as the Borrower shall be in
        compliance, on a pro forma basis after giving effect to such sale, with the
        covenants contained in Article 6, in each case recomputed as at the last
        day of
        the most recently ended fiscal quarter of the Borrower for which financial
        statements have been provided for under Section
        5.1 ,
        and
        (iv) any Subsidiary may liquidate or dissolve if the Borrower determines
        in good
        faith that such liquidation or dissolution is in the best interests of the
        Borrower, is not materially disadvantageous to the Lenders, and all assets
        of
        such Subsidiary are transferred to the Borrower or a Subsidiary
        Guarantor.
  (b)  The
        Borrower will not, and will not permit any Subsidiary Guarantor to, engage
        in
        any business other than businesses of the type conducted by the Borrower
        and the
        Subsidiary Guarantors on the date hereof and businesses reasonably related
        thereto. The Special Purpose Subsidiaries will not engage in any business
        other
        than to hold such assets and conduct such business as is consistent with
        its
        purpose and businesses reasonably related thereto
  **Section
        7.4.**  **Restricted
        Payments** . **** The
        Borrower **** will
        not, **** and
        will
        not permit any Subsidiary Guarantor to, **** declare
        or make, or agree to pay or make, directly or indirectly, any dividend on
        any
        class of its stock, or make any payment on account of, or set apart assets
        for a
        sinking or other analogous fund for, the purchase, redemption, retirement,
        defeasance or other acquisition of, any shares of common stock or Indebtedness
        subordinated to the Obligations of the Borrower or any Guarantee thereof
        or any
        options, warrants, or other rights to purchase such common stock or such
        Indebtedness, whether now or hereafter outstanding (each, a “ Restricted
        Payment ”),
        except for (i) dividends payable by the Borrower solely in shares of any
        class
        of its common stock, (ii) Restricted Payments made by any Subsidiary to the
        Borrower or to another Subsidiary, on at least a pro rata basis with any
        other
        shareholders if such Subsidiary is not wholly owned by the Borrower and other
        wholly owned Subsidiaries, and (iii) cash dividends and distributions paid
        on
        the common stock of the Borrower in an amount not to exceed 102% of the sum
        of
        (a) its investment company taxable income for the taxable year, determined
        without regard to the deduction for dividends paid under Code Section 561,
        (b)
        its net tax-exempt interest for the taxable year, (c) its net capital gain
        for
        the taxable year, and (d) any undistributed investment company taxable income,
        net tax-exempt interest, or net capital gain remaining from prior taxable
        years
        so long as no Event of Default has occurred and is continuing or would result
        after giving effect to such dividend, distribution or redemption, provided
        however, notwithstanding the existence of an Event of Default, so long as
        no
        Material Event of Default exists or would result therefrom, the Borrower
        may pay
        dividends in an amount equal to its investment company taxable income, net
        tax-exempt interest and net capital gains that is required to be distributed
        to
        its shareholders in order to maintain its status as a RIC and to avoid excise
        taxes imposed on RIC’s.
  44
  **Section
        7.5.**  **Sale
        of Assets** .
        The
        Borrower will not, and will not permit any Subsidiary Guarantor to, convey,
        sell, lease, assign, transfer or otherwise dispose of, any of its assets,
        business or property, whether now owned or hereafter acquired, or, in the
        case
        of any Subsidiary Guarantor, issue or sell any shares of such Subsidiary
        Guarantor’s common stock to any Person other than the Borrower or another
        Subsidiary Guarantor (or to qualify directors if required by applicable law),
        except (a) the sale or other disposition for fair market value of obsolete
        or
        worn out property or other property not necessary for operations disposed
        of in
        the ordinary course of business; (b) the sale of inventory, Permitted
        Investments, or other investments in the ordinary course of business and
        (c) any
        sale or other disposition if, after giving effect thereto the Borrower shall
        be
        in compliance on a pro forma basis after giving effect to such sale, with
        the
        covenants contained in Article 6, in each case recomputed as at the last
        day of
        the most recently ended fiscal quarter of the Borrower for which financial
        statements have been provided for under Section
        5.1 .
  **Section
        7.6.**  **Transactions
        with Affiliates** .
        The
        Borrower will not, and will not permit any Subsidiary Guarantor to, sell,
        lease
        or otherwise transfer any property or assets to, or purchase, lease or otherwise
        acquire any property or assets from, or otherwise engage in any other
        transactions with, any of its Affiliates, except (a) in the ordinary course
        of
        business on an arm’s-length basis, (b) transactions between or among the
        Borrower and any Subsidiary Guarantor not involving any other Affiliates
        and (c)
        the Investment Advisory Agreement and Administrative Agreement.
  **Section
        7.7.**  **Restrictive
        Agreements** .
        The
        Borrower will not, and will not permit any Subsidiary Guarantor to, directly
        or
        indirectly, enter into, incur or permit to exist any agreement that prohibits,
        restricts or imposes any condition upon (a) the ability of the Borrower or
        any
        Subsidiary Guarantor to create, incur or permit any Lien upon any of its
        assets
        or properties, whether now owned or hereafter acquired, or (b) the ability
        of
        any Subsidiary Guarantor to pay dividends or other distributions with
        respect to its common stock, to make or repay loans or advances to the Borrower
        or any other Subsidiary Guarantor, to Guarantee Indebtedness of the Borrower
        or
        any other Subsidiary Guarantor or to transfer any of its property or assets
        to
        the Borrower or any Subsidiary Guarantor of the Borrower; provided ,
        that
        (i) the
        foregoing shall not apply to restrictions or conditions imposed by law or
        by this Agreement or any other Loan Document ,
        (ii) the foregoing shall not apply to customary restrictions and conditions
        contained in agreements relating to the sale of a Subsidiary Guarantor pending
        such sale, provided such restrictions and conditions apply only to the
        Subsidiary Guarantor that is sold and such sale is permitted hereunder, (iii)
        clause (a) shall not apply to restrictions or conditions imposed by any
        agreement relating to secured Indebtedness permitted by this Agreement if
        such
        restrictions and conditions apply only to the property or assets securing
        such
        Indebtedness, (iv) clause (a) shall not apply to customary provisions in
        leases
        and other contracts restricting the assignment thereof, and (v) the foregoing
        shall not apply to restrictions or conditions imposed by the Investment Credit
        Agreement.
  45
  **Section
        7.8.**  **Sale
        and Leaseback Transactions** .
        The
        Borrower will not, and will not permit any Subsidiary Guarantor to, enter
        into
        any arrangement, directly or indirectly, whereby it shall sell or transfer
        any
        property, real or personal, used or useful in its business, whether now owned
        or
        hereinafter acquired, and thereafter rent or lease such property or other
        property that it intends to use for substantially the same purpose or purposes
        as the property sold or transferred.
  **Section
        7.9.**  **Hedging
        Transactions** **.** The
        Borrower will not, and will not permit any of the Subsidiaries to, enter
        into
        any Hedging Transaction, other than Hedging Transactions entered into in
        the
        ordinary course of business (i) to hedge or mitigate risks to which the Borrower
        or any Subsidiary Guarantor is exposed in the conduct of its business or
        the
        management of its liabilities, or (ii) with any counterparty who is or is
        anticipated to become, at the time that the Hedging Transaction is entered
        into,
        a borrower from a Loan Party or the issuer of a debt or equity interest to
        a
        Loan Party, which Hedging Transaction is entered into to hedge or mitigate
        risks
        to which such counterparty and its affiliates are exposed in the conduct
        of
        their businesses or the management of their liabilities, or (iii) to hedge
        or
        mitigate risks to which a Loan Party is exposed under Hedging Transactions
        described in the preceding clause (ii) or to effect an offset or unwind of
        any
        other Hedging Transaction; provided that the Loan Parties shall act in a
        reasonable and prudent manner to achieve, in the aggregate, substantially
        offsetting Hedging Transactions under clause (iii) with respect to the Net
        Mark
        to Market Exposure under the Hedging Transactions that are from time to time
        outstanding under clause (ii). Solely for the avoidance of doubt, the Borrower
        acknowledges that a Hedging Transaction entered into for speculative purposes
        or
        of a speculative nature (which shall be deemed to include any Hedging
        Transaction under which the Borrower or any Subsidiary Guarantor is or may
        become obliged to make any payment (i) in connection with the purchase by
        any
        third party of any common stock or any Indebtedness or (ii) as a result of
        changes in the market value of any common stock or any Indebtedness) is not
        a
        Hedging Transaction entered into in the ordinary course of business to hedge
        or
        mitigate risks.
  **Section
        7.10.**  **Accounting
        Changes** .
        The
        Borrower will not, and will not permit any Subsidiary Guarantor to, make
        any
        significant change in accounting treatment or reporting practices, except
        as
        required or permitted by GAAP, or change the fiscal year of the Borrower
        or of
        any Subsidiary Guarantor, except to change the fiscal year of a Subsidiary
        Guarantor to conform its fiscal year to that of the Borrower.
  46
  **Section
        7.11.**  **Amendment
        to Material Documents** .
        Upon
        the occurrence and during the continuation of an Event of Default, the Borrower
        will not, and will not permit any of its Subsidiaries to, agree to or permit
        any
        amendment, modification or waiver of any provision of the Investment Advisory
        Agreement or the Administration Agreement if the effect of such amendment,
        modification or waiver is to increase the amount of fees or other amounts
        payable by the Borrower or any of its Subsidiaries under such agreements
        or
        alter the payment schedule with respect to such fees or such other amounts
        without the prior written consent of the Administrative Agent.
  **Section
        7.12.**  **Loans,
        Etc** . The
        Borrower will not permit at any time the aggregate amount of all unfunded
        commitments of the Borrower and its Subsidiaries to provide loans, advances
        or
        Guarantees with respect to such Investments (but excluding any “unapproved
        capital expenditure amount” as defined below) to exceed the sum of (i) all cash
        of the Borrower and its Subsidiaries held in deposit accounts that are subject
        to a Control Agreement granting the administrative agent under the Investment
        Credit Agreement a first priority security interest therein, excluding Cash
        Collateral, plus (ii) the difference between (x) the Senior Revolving Commitment
        Amount minus (y) the Senior Revolving Credit Exposure. For purposes of this
        Section 7.12, “unapproved capital expenditure amount” means the portion of any
        commitment that (i) may only be used for capital expenditures (including
        drilling and completion of wells, the purchase of assets or other capital
        expenditures) that are approved by (or consented to by) the Borrower or such
        Subsidiary in its sole discretion or words of similar effect (whether under
        a
        specific approval or under a budget that must be approved) and (ii) exceeds
        the
        amount of the capital expenditures that have been so approved and that, if
        applicable, will not be paid from cash flow from operations under the approved
        budget.
  **ARTICLE
        VIII**
  **EVENTS
        OF DEFAULT**
  **Section
        8.1.**  **Events
        of Default** **.** If any
        of the following events (each an “ Event
        of Default ”)
        shall
        occur:
  (a)  the
        Borrower shall fail to pay any principal of any Loan or of any reimbursement
        obligation in respect of any LC Disbursement when and as the same shall become
        due and payable, whether at the due date thereof or at a date fixed for
        prepayment or otherwise; or
  (b)  the
        Borrower shall fail to pay any interest on any Loan or any fee or any other
        amount (other than an amount payable under clause (a) of this Section
        8.1 )
        payable
        under this Agreement or any other Loan Document, when and as the same shall
        become due and payable, and such failure shall continue unremedied for a
        period
        of three (3) Business Days; or
  47
  (c)  any
        representation or warranty made or deemed made by or on behalf of the Borrower
        or any Subsidiary in or in connection with this Agreement or any other Loan
        Document (including the Schedules attached thereto) and any amendments or
        modifications hereof or waivers hereunder, or in any certificate, report,
        financial statement or other document submitted to the Administrative Agent
        or
        the Lenders by any Loan Party or any representative of any Loan Party pursuant
        to or in connection with this Agreement or any other Loan Document shall
        prove
        to be incorrect in any material respect when made or deemed made or submitted;
        or
  (d)  the
        Borrower shall fail to observe or perform any covenant or agreement contained
        in Sections
        5.1,  5.2 ,
        or 5.3 (with
        respect to the Borrower’s existence) or Articles VI or VII; or
  (e)  any
        Loan
        Party shall fail to observe or perform any covenant or agreement contained
        in
        this Agreement (other than those referred to in clauses (a), (b) and (d)
        above
        or any other Loan Document), and such failure shall remain unremedied for
        30 days after notice thereof shall have been given to the Borrower by the
        Administrative Agent; or
  (f)   the
        Borrower or any Subsidiary Guarantor (whether as primary obligor or as guarantor
        or other surety) shall fail to pay any principal of or premium or interest
        on
        any Material Indebtedness that is outstanding, when and as the same shall
        become
        due and payable (whether at scheduled maturity, required prepayment,
        acceleration, demand or otherwise), and such failure shall continue after
        the
        applicable grace period, if any, specified in the agreement or instrument
        evidencing or governing such Indebtedness; or any other event shall occur
        or
        condition shall exist under any agreement or instrument relating to such
        Material Indebtedness and shall continue after the applicable grace period,
        if
        any, specified in such agreement or instrument, if the effect of such event
        or
        condition is to accelerate, or permit the acceleration of, the maturity of
        such
        Indebtedness; or any such Indebtedness shall be declared to be due and payable;
        or required to be prepaid or redeemed (other than by a regularly scheduled
        required prepayment or redemption), purchased or defeased, or any offer to
        prepay, redeem, purchase or defease such Indebtedness shall be required to
        be
        made, in each case prior to the stated maturity thereof; or
  (g)  the
        Borrower or any Subsidiary Guarantor shall (i) commence a voluntary case
        or
        other proceeding or file any petition seeking liquidation, reorganization
        or
        other relief under any federal, state or foreign bankruptcy, insolvency or
        other
        similar law now or hereafter in effect or seeking the appointment of a
        custodian, trustee, receiver, liquidator or other similar official of it
        or any
        substantial part of its property, (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 Section
        8.1 ,
        (iii)
        apply for or consent to the appointment of a custodian, trustee, receiver,
        liquidator or other similar official for the Borrower or any such Subsidiary
        Guarantor 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; or
  (h)  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 Subsidiary Guarantor or its debts, or any substantial part
        of
        its assets, under any federal, state or foreign bankruptcy, insolvency or
        other
        similar law now or hereafter in effect or (ii) the appointment of a custodian,
        trustee, receiver, liquidator or other similar official for the Borrower
        or any
        Subsidiary Guarantor or for a substantial part of its assets, and in any
        such
        case, such proceeding or petition shall remain undismissed for a period of
        60
        days or an order or decree approving or ordering any of the foregoing shall
        be
        entered; or
  48
  (i)  the
        Borrower or any Subsidiary Guarantor shall become unable to pay, shall admit
        in
        writing its inability to pay, or shall fail to pay, its debts as they become
        due; or
  (j)  an
        ERISA
        Event shall have occurred that, in the opinion of the Required Lenders, when
        taken together with other ERISA Events that have occurred, could reasonably
        be
        expected to result in liability to the Borrower and the Subsidiaries in an
        aggregate amount exceeding $1,000,000; or
  (k)  any **** judgment
        or order for the payment of money in excess of $1,000,000 in the aggregate
        shall
        be rendered against the Borrower or any Subsidiary Guarantor, and either
        (i)
        enforcement proceedings shall have been commenced by any creditor upon such
        judgment or order or (ii) there shall be a period of 30 consecutive days
        during which a stay of enforcement of such judgment or order, by reason of
        a
        pending appeal or otherwise, shall not be in effect; or
  (l)  any **** non-monetary **** judgment
        or order shall be rendered against the Borrower or any Subsidiary Guarantor
        that
        would reasonably be expected to have a Material Adverse Effect, and there
        shall
        be a period of 30 consecutive days during which a stay of enforcement of
        such judgment or order, by reason of a pending appeal or otherwise, shall
        not be
        in effect; or
  (m)  a
        Change
        in Control shall occur or exist; or
  (n)  any
        material provision of any Security Document shall for any reason cease to
        be
        valid and binding on, or enforceable against the Borrower or the Borrower
        shall
        so state in writing or the Borrower shall seek to terminate any Security
        Document except as permitted herein or therein;
  then,
        and
        in every such event (other than an event with respect to the Borrower described
        in clause (f) or (g) of this Section
        8.1 )
        and at
        any time thereafter during the continuance of such event, the Administrative
        Agent may, and upon the written request of the Required Lenders shall, by
        notice
        to the Borrower, take any or all of the following actions, at the same or
        different times **:** (i) terminate
        the Commitments, whereupon the Commitment of each Lender shall terminate
        immediately; (ii) declare the principal of and any accrued interest on the
        Loans, and all other Obligations owing hereunder, to be, whereupon the same
        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;
        (iii) exercise all remedies contained in any other Loan Document and (iv)
        exercise any other remedies available at law or equity; and that, if an Event
        of
        Default specified in either clause (g) or (h) shall occur, the Commitments
        shall
        automatically terminate and the principal of the Loans then outstanding,
        together with accrued interest thereon, and all fees, and all other Obligations
        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.
  49


**ARTICLE
      IX**




**THE
      ADMINISTRATIVE AGENT**




**Section
      9.1.**  **Appointment
      of Administrative Agent** .
      Each
      Lender irrevocably appoints SunTrust Bank as the Administrative Agent and
      authorizes it to take such actions on its behalf and to exercise such powers
      as
      are delegated to the Administrative Agent under this Agreement and the other
      Loan Documents, together with all such actions and powers that are reasonably
      incidental thereto. The Administrative Agent may perform any of its duties
      hereunder or under the other Loan Documents by or through any one or more
      sub-agents or attorneys-in-fact appointed by the Administrative Agent. The
      Administrative Agent and any such sub-agent or attorney-in-fact may perform
      any
      and all of its duties and exercise its rights and powers through their
      respective Related Parties. The exculpatory provisions set forth in this Article
      shall apply to any such sub-agent or attorney-in-fact and the Related Parties
      of
      the Administrative Agent, any such sub-agent and any such attorney-in-fact
      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.




**Section
      9.2.**  **Nature
      of Duties of Administrative Agent** .
      The
      Administrative Agent shall not have any duties or obligations except those
      expressly set forth in this Agreement and 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 or an Event of 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 those discretionary rights and powers
      expressly contemplated by the Loan Documents that the Administrative Agent
      is
      required to exercise in writing by the Required Lenders (or such other number
      or
      percentage of the Lenders as shall be necessary under the circumstances as
      provided in Section
      10.2 ),
      and
      (c) except as expressly set forth in the 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 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, its sub-agents or
      attorneys-in-fact with the consent or at the request of the Required Lenders
      (or
      such other number or percentage of the Lenders as shall be necessary under
      the
      circumstances as provided in Section
      10.2 )
      or in
      the absence of its own gross negligence or willful misconduct. The
      Administrative Agent shall not be responsible for the negligence or misconduct
      of any sub-agents or attorneys-in-fact selected by it with reasonable care.
      The
      Administrative Agent shall not be deemed to have knowledge of any Default or
      Event of Default unless and until written notice thereof (which notice shall
      include an express reference to such event being a “Default” or “Event of
      Default” hereunder) is given to the Administrative Agent by the Borrower or any
      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 any 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 and conditions set forth in any Loan
      Document, (iv) the validity, enforceability, effectiveness or genuineness of
      any
      Loan Document or any other agreement, instrument or document, or (v) the
      satisfaction of any condition set forth in Article III or elsewhere in any
      Loan
      Document, other than to confirm receipt of items expressly required to be
      delivered to the Administrative Agent. The Administrative Agent may consult
      with
      legal counsel (including counsel for the Borrower) concerning all matters
      pertaining to such duties.





50




**Section
      9.3.**  **Lack
      of Reliance on the Administrative Agent** .
      Each of
      the Lenders 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 of the Lenders 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 has deemed
      appropriate, continue to make its own decisions in taking or not taking of
      any
      action under or based on this Agreement, any related agreement or any document
      furnished hereunder or thereunder.




**Section
      9.4.**  **Certain
      Rights of the Administrative Agent** .
      If the
      Administrative Agent shall request instructions from the Required Lenders with
      respect to any action or actions (including the failure to act) in connection
      with this Agreement, the Administrative Agent shall be entitled to refrain
      from
      such act or taking such act, unless and until it shall have received
      instructions from such Lenders; and the Administrative Agent shall not incur
      liability to any Person by reason of so refraining. Without limiting the
      foregoing, no Lender shall have any right of action whatsoever against the
      Administrative Agent as a result of the Administrative Agent acting or
      refraining from acting hereunder in accordance with the instructions of the
      Required Lenders where required by the terms of this Agreement.




**Section
      9.5.**  **Reliance
      by 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 believed by it to be genuine
      and to have been signed, sent or made by the proper Person. The Administrative
      Agent may also 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
      (including counsel for the Borrower), independent public 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 such counsel, accountants or
      experts.




**Section
      9.6.**  **The
      Administrative Agent in its Individual Capacity** .
      The
      bank serving as the Administrative Agent shall have the same rights and powers
      under this Agreement and any other Loan Document in its capacity as a Lender
      as
      any other Lender and may exercise or refrain from exercising the same as though
      it were not the Administrative Agent; and the terms “Lenders”, “Required
      Lenders”, “holders of Notes”, or any similar terms shall, unless the context
      clearly otherwise indicates, include the Administrative Agent in its individual
      capacity. The bank acting as the Administrative Agent 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 Affiliate of the Borrower as
      if
      it were not the Administrative Agent hereunder.





51




**Section
      9.7.**  **Successor
      Administrative Agent** .




(a)  The
      Administrative Agent may resign at any time by giving notice thereof to the
      Lenders and the Borrower. Upon any such resignation, the Required Lenders shall
      have the right to appoint a successor Administrative Agent, subject to the
      approval by the Borrower provided that no Default or Event of Default shall
      exist at such time. If no successor Administrative Agent shall have been so
      appointed, and shall have accepted such appointment within 30 days after
      the retiring Administrative Agent gives notice of resignation, then the retiring
      Administrative Agent may, on behalf of the Lenders, appoint a successor
      Administrative Agent, which shall be a commercial bank organized under the
      laws
      of the United States of America or any state thereof or a bank which maintains
      an office in the United States, having a combined capital and surplus of at
      least $500,000,000.




(b)  Upon
      the
      acceptance of its appointment as the Administrative Agent hereunder by a
      successor, such successor Administrative Agent shall thereupon succeed to and
      become vested with all the rights, powers, privileges and duties of the retiring
      Administrative Agent, and the retiring Administrative Agent shall be discharged
      from its duties and obligations under this Agreement and the other Loan
      Documents. If within 45 days after written notice is given of the retiring
      Administrative Agent’s resignation under this Section
      9.7 no
      successor Administrative Agent shall have been appointed and shall have accepted
      such appointment, then on such 45 th day (i)
      the retiring Administrative Agent’s resignation shall become effective, (ii) the
      retiring Administrative Agent shall thereupon be discharged from its duties
      and
      obligations under the Loan Documents and (iii) the Required Lenders shall
      thereafter perform all duties of the retiring Administrative Agent under the
      Loan Documents until such time as the Required Lenders appoint a successor
      Administrative Agent as provided above. After any retiring Administrative
      Agent’s resignation hereunder, the provisions of this Article IX shall
      continue in effect for the benefit of such retiring Administrative Agent and
      its
      representatives and agents in respect of any actions taken or not taken by
      any
      of them while it was serving as the Administrative Agent.




**Section
      9.8.**   **Authorization
      to Execute other Loan Documents** Each
      Lender hereby authorizes the Administrative Agent to execute on behalf of all
      Lenders (a) all Loan Documents other than this Agreement, (b) any release of
      the
      guaranty of a Subsidiary Guarantor to the extent expressly permitted by this
      Agreement, and (c) any release of collateral to the extent expressly permitted
      by this Agreement.




**Section
      9.9.**  **Documentation
      Agent; Syndication Agent** **.** Each
      Lender hereby designates Commerzbank AG and Landesbank Baden W ürttemberg as
      co-Documentation Agents and agrees that the Documentation Agent shall have
      no
      duties or obligations under any Loan Documents to any Lender or any Loan Party.
      Each Lender hereby designates Branch Bank & Trust Co. as Syndication Agent
      and agrees that the Syndication Agent shall have no duties or obligations under
      any Loan Documents to any Lender or any Loan Party.




52




**ARTICLE
      X**




**MISCELLANEOUS**




**Section
      10.1.**  **Notices
      and Partial Release** **.**




(a)  Except
      in
      the case of notices and other communications expressly permitted to be given
      by
      telephone, all notices and other communications to any party herein to be
      effective 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:




To
                the Borrower:
            NGP
                Capital Resources Company1221
                McKinney Street, Suite 2975Houston,
                TX 77010Attention:
                Stephen K. GardnerTelecopy
                Number: (713) 752-0063To
                the Administrative Agent:
            SunTrust
                Bank303
                Peachtree Street, N. E.Atlanta,
                Georgia 30308Attention:
                James WarrenTelecopy
                Number: (404) 827-6270With
                a copy to:
            SunTrust
                Bank Agency Services303
                Peachtree Street, N. E./25th FloorAtlanta,
                Georgia 30308Attention:
                Ms. Doris FolsumTelecopy
                Number: (404) 658-4906; andKing
                & Spalding LLP191
                Peachtree Street, NEAtlanta,
                Georgia 30303-1763Attention:
                Carolyn Z. AlfordTelecopy
                Number: (404) 572-5100To
                any other Lender:
            the
                address set forth in the Assignment and Acceptance executed by such
                Lender





Any
      party
      hereto may change its address or telecopy number for notices and other
      communications hereunder by notice to the other parties hereto. All such notices
      and other communications shall, when transmitted by overnight delivery, or
      faxed, be effective when delivered for overnight (next-day) delivery, or
      transmitted in legible form by facsimile machine, respectively, or if mailed,
      upon the third Business Day after the date deposited into the mail or if
      delivered, upon delivery; provided, that notices delivered to the Administrative
      Agent shall not be effective until actually received by such Person at its
      address specified in this Section
      10.1 .




53




(b)  Any
      agreement of the Administrative Agent and the Lenders herein to receive certain
      notices by telephone or facsimile is solely for the convenience and at the
      request of the Borrower. The Administrative Agent and the Lenders shall be
      entitled to rely on the authority of any Person purporting to be a Person
      authorized by the Borrower to give such notice and the Administrative Agent
      and
      Lenders shall not have any liability to the Borrower or other Person on account
      of any action taken or not taken by the Administrative Agent or the Lenders
      in
      reliance upon such telephonic or facsimile notice. The obligation of the
      Borrower to repay the Loans and all other Obligations hereunder shall not be
      affected in any way or to any extent by any failure of the Administrative Agent
      and the Lenders to receive written confirmation of any telephonic or facsimile
      notice or the receipt by the Administrative Agent and the Lenders of a
      confirmation which is at variance with the terms understood by the
      Administrative Agent and the Lenders to be contained in any such telephonic
      or
      facsimile notice.




(c)  The
      Administrative Agent shall execute, without further consent or approval of
      any
      Lender, so long as no Default or Event of Default shall have occurred which
      is
      continuing or would result therefrom (i) a release of the guaranty of a
      Subsidiary upon the sale or other disposition of such Subsidiary permitted
      under
      the terms of this Agreement or pursuant to any consent or approval by Required
      Lenders and (ii) a release of collateral upon the sale or other disposition
      of
      such collateral permitted under the terms of this Agreement or pursuant to
      any
      consent or approval by Required Lenders.




(d)  Notwithstanding
      anything to the contrary herein or in any Security Document, the Borrower shall
      be entitled to have, and the Administrative Agent shall immediately cause upon
      the request of the Borrower from time to time, without further consent or
      approval of any Lender, a release of Cash Collateral so long as after giving
      effect to such release and to any contemporaneous repayment of Loans (together
      with accrued interest on the amount so prepaid as provided herein) the Borrower
      maintains a Collateral Coverage Ratio of at least 1.01 to 1.00.




**Section
      10.2.**  **Waiver;
      Amendments** **.**




(a)  No
      failure or delay by the Administrative Agent or any Lender in exercising any
      right or power hereunder or any other Loan Document, and no course of dealing
      between the Borrower and the Administrative Agent or any Lender **,** 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 right or power, preclude any other or further exercise thereof or the
      exercise of any other right or power hereunder or thereunder. The rights and
      remedies of the Administrative Agent and the Lenders hereunder and under the
      other Loan Documents are cumulative and are not exclusive of any rights or
      remedies provided by law. No waiver of any provision of this Agreement or any
      other Loan Document 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
      10.2 ,
      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 shall not be construed as a waiver of any
      Default or Event of Default, regardless of whether the Administrative Agent
      or
      any Lender may have had notice or knowledge of such Default or Event of Default
      at the time.




54




(b)  No
      amendment or waiver of any provision of this Agreement or the other Loan
      Documents, nor consent to any departure by the Borrower therefrom, shall in
      any
      event be effective unless the same shall be in writing and signed by the
      Borrower and the Required Lenders or the Borrower and the Administrative Agent
      with the consent of the Required Lenders and then such waiver or consent shall
      be effective only in the specific instance and for the specific purpose for
      which given; provided ,
      that no
      amendment or waiver 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 consent of each Lender affected
      thereby, (iii) postpone the date fixed for any payment of any principal of,
      or interest on, any Loan or LC Disbursement or interest thereon or any fees
      hereunder or reduce the amount of, waive or excuse any such payment, or postpone
      the scheduled date for the termination or reduction of any Commitment, without
      the written consent of each Lender affected thereby, (iv) change Section
      2.19 (b) or
      (c) in a manner that would alter the pro rata sharing of payments required
      thereby, without the written consent of each Lender, (v) change any of the
      provisions of this Section
      10.2 or the
      definition of “Required Lenders” or any other provision hereof specifying the
      number or percentage of Lenders which are required to waive, amend or modify
      any
      rights hereunder or make any determination or grant any consent hereunder,
      without the consent of each Lender; (vi) release all or substantially all of
      the
      guarantors or limit the liability of any such guarantors under any guaranty
      agreement, without the written consent of each Lender; or (vii) release all
      or
      substantially all collateral (if any) securing any of the Obligations, without
      the written consent of each Lender; provided  further ,
      that no
      such agreement shall amend, modify or otherwise affect the rights, duties or
      obligations of the Administrative Agent without the prior written consent of
      such Person. Notwithstanding anything contained herein to the contrary, this
      Agreement may be amended and restated without the consent of any Lender (but
      with the consent of the Borrower and the Administrative Agent) if, upon giving
      effect to such amendment and restatement, such Lender shall no longer be a
      party
      to this Agreement (as so amended and restated), the Commitments of such Lender
      shall have terminated (but such Lender shall continue to be entitled to the
      benefits of Sections
      2.16 , 2.17 , 2.18 and 10.3 ),
      such
      Lender shall have no other commitment or other obligation hereunder and shall
      have been paid in full all principal, interest and other amounts owing to it
      or
      accrued for its account under this Agreement.




**Section
      10.3.**  **Expenses;
      Indemnification** **.**




(a)  The
      Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of
      the
      Administrative Agent and its Affiliates **,** including
      the reasonable fees, charges and disbursements of outside counsel for the
      Administrative Agent and its Affiliates, in connection with the syndication
      of
      the credit facilities provided for herein, the preparation and administration
      of
      the Loan Documents and any amendments, modifications or waivers thereof (whether
      or not the transactions contemplated in this Agreement or any other Loan
      Document shall be consummated) and (ii) all out-of-pocket costs and expenses
      (including, without limitation, the reasonable fees, charges and disbursements
      of outside counsel) incurred by the Administrative Agent or any Lender in
      connection with the enforcement or protection of its rights in connection with
      this Agreement, including its rights under this Section
      10.3 ,
      or in
      connection with the Loans made, including all such out-of-pocket expenses
      incurred during any workout, restructuring or negotiations in respect of such
      Loans.




55




(b)    The
      Borrower shall indemnify the Administrative Agent (and any sub-agent thereof)
      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 (including the fees, charges and
      disbursements of any counsel for any Indemnitee), incurred by any Indemnitee
      or
      asserted against any Indemnitee by any third party or by the Borrower or any
      other Loan Party arising out of, in connection with, or as a result of (i)
      the
      execution or delivery of this Agreement, any other Loan Document or any
      agreement or instrument contemplated hereby or thereby, the performance by
      the
      parties hereto of their respective obligations hereunder or thereunder or the
      consummation of the transactions contemplated hereby or thereby, (ii) any Loan
      or the use or proposed use of the proceeds therefrom, (iii) any actual or
      alleged presence or Release of Hazardous Materials on or from any property
      owned
      or operated by the Borrower or any of its Subsidiaries, or any Environmental
      Liability related in any way to the Borrower or any of its Subsidiaries, or
      (iv)
      any actual or prospective claim, litigation, investigation or proceeding
      relating to any of the foregoing, whether based on contract, tort or any other
      theory, whether brought by a third party or by the Borrower or any other Loan
      Party, and regardless of whether any Indemnitee is a party thereto, provided that
      such indemnity shall not be available to the extent that such losses, claims,
      damages, liabilities or related expenses (x) are determined by a court of
      competent jurisdiction by final and nonappealable judgment to have resulted
      from
      the gross negligence or willful misconduct of any Indemnitee or (y) result
      from
      a claim brought by the Borrower or any other Loan Party against an Indemnitee
      for breach in bad faith of such Indemnitee’s obligations hereunder or under any
      other Loan Document, if the Borrower or such Loan Party has obtained a final
      and
      nonappealable judgment in its favor on such claim as determined by a court
      of
      competent jurisdiction.




(c)  The
      Borrower shall pay, and hold the Administrative Agent and each of the Lenders
      harmless from and against, any and all present and future stamp, documentary,
      and other similar taxes with respect to this Agreement and any other Loan
      Documents, any collateral described therein, or any payments due thereunder,
      and
      save the Administrative Agent and each Lender harmless from and against any
      and
      all liabilities with respect to or resulting from any delay or omission to
      pay
      such taxes.




(d)  To
      the
      extent that the Borrower fails to pay any amount required to be paid to the
      Administrative Agent under clauses (a), (b) or (c) hereof, each Lender severally
      agrees to pay to the Administrative Agent such Lender’s Pro Rata Share
      (determined as of the time that the unreimbursed expense or indemnity payment
      is
      sought) of such unpaid amount; provided ,
      that
      the unreimbursed expense or indemnified payment, claim, damage, liability or
      related expense, as the case may be, was incurred by or asserted against the
      Administrative Agent in its capacity as such.




(e)  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 actual
      or
      direct damages) arising out of, in connection with or as a result of, this
      Agreement or any agreement or instrument contemplated hereby, the transactions
      contemplated therein, any Loan or the use of proceeds thereof.




56




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





**Section
      10.4.**  **Successors
      and Assigns** **.**




(a)
      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,
      except that the Borrower may not assign or otherwise transfer any of its rights
      or obligations hereunder without the prior written consent of the Administrative
      Agent and each Lender, and no Lender may assign or otherwise transfer any of
      its
      rights or obligations hereunder except (i) to an assignee in accordance with
      the
      provisions of paragraph (b) of this Section, (ii) by way of participation in
      accordance with the provisions of paragraph (d) of this Section or (iii) by
      way
      of pledge or assignment of a security interest subject to the restrictions
      of
      paragraph (f) of this Section (and any other attempted assignment or transfer
      by
      any party hereto shall be null and void). 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, Participants
      to the extent provided in paragraph (d) of this Section and, to the extent
      expressly contemplated hereby, the Related Parties of each of the Administrative
      Agent and the Lenders) any legal or equitable right, remedy or claim under
      or by
      reason of this Agreement.




(b)
      Any
      Lender may at any time 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
      Commitment and the Loans at the time owing to it); provided that any
      such assignment shall be subject to the following conditions:




(i) Minimum
      Amounts .




(A)
      in
      the case of an assignment of the entire remaining amount of the assigning
      Lender’s Commitment and the Loans at the time owing to it or in the case of an
      assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum
      amount need be assigned; and




(B)
      in
      any case not described in paragraph (b)(i)(A) of this Section, the aggregate
      amount of the Commitment (which for this purpose includes Loans and Treasury
      Revolving Credit Exposure outstanding thereunder) or, if the applicable
      Commitment is not then in effect, the principal outstanding balance of the
      Loans
      and Treasury Revolving Credit Exposure of the assigning Lender subject to each
      such assignment (determined as of the date the Assignment and Acceptance with
      respect to such assignment is delivered to the Administrative Agent or, if
      “Trade Date” is specified in the Assignment and Acceptance, as of the Trade
      Date) shall not be less than $1,000,000, unless each of the Administrative
      Agent
      and, so long as no Event of Default has occurred and is continuing, the Borrower
      otherwise consents (each such consent not to be unreasonably withheld or
      delayed).




(ii) Proportionate
      Amounts .
      Each
      partial assignment shall be made as an assignment of a proportionate part of
      all
      the assigning Lender’s rights and obligations under this Agreement with respect
      to the Loans, Treasury Revolving Credit Exposure or the Commitment assigned,
      except that this clause (ii) shall not prohibit any Lender from assigning all
      or
      a portion of its rights and obligations among separate Commitments on a
      non- *pro
      rata* basis.




57




(iii) Required
      Consents .
      No
      consent shall be required for any assignment except to the extent required
      by
      paragraph (b)(i)(B) of this Section and, in addition:




(A)
      the
      consent of the Borrower (such consent not to be unreasonably withheld or
      delayed) shall be required unless (x) an Event of Default ** has
      occurred and is continuing at the time of such assignment or (y) such assignment
      is to a Lender, an Affiliate of a Lender or an Approved Fund;




(B)
      the
      consent of the Administrative Agent (such consent not to be unreasonably
      withheld or delayed) shall be required for assignments if such assignment is
      to
      a Person that is not a Lender with a Commitment; and




(iv) Assignment
      and Acceptance .
      The
      parties to each assignment shall execute and deliver to the Administrative
      Agent
      an Assignment and Acceptance, together with a processing and recordation fee
      of
      $1,000 **,** and the
      assignee, if it is not a Lender, shall deliver to the Administrative Agent
      an
      Administrative Questionnaire.




(v) No
      Assignment to Borrower .
      No such
      assignment shall be made to the Borrower or any of the Borrower’s Affiliates or
      Subsidiaries.




(vi) No
      Assignment to Natural Persons .
      No such
      assignment shall be made to a natural person.




Subject
      to acceptance and recording thereof by the Administrative Agent pursuant to
      paragraph (c) of this Section
      10.4 ,
      from
      and after the effective date specified in each Assignment and Acceptance, the
      assignee thereunder shall be a party to this Agreement and, to the extent of
      the
      interest assigned by such Assignment and Acceptance, 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
      Acceptance, be released from its obligations under this Agreement (and, in
      the
      case of an Assignment and Acceptance covering all of the assigning Lender’s
      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 2.16 , 2.17 , 2.18 and 10.3 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 paragraph 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 (d) of this Section
      10.4 .




(c)
      The
      Administrative Agent, acting solely for this purpose as an agent of the
      Borrower, shall maintain at one of its offices in Atlanta, Georgia a copy of
      each Assignment and Acceptance 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 Treasury Revolving Credit Exposure owing
      to, each Lender pursuant to the terms hereof from time to time (the
“ Register ”).
      The
      entries in the Register shall be conclusive, and the Borrower, the
      Administrative Agent and the Lenders may treat each Person whose name is
      recorded in the Register pursuant to the terms hereof as a Lender hereunder
      for
      all purposes of this Agreement, notwithstanding notice to the contrary. The
      Register shall be available for inspection by the Borrower and any Lender,
      at
      any reasonable time and from time to time upon reasonable prior
      notice.





58




(d)
      Any
      Lender may at any time, without the consent of, or notice to, the Borrower
      or
      the Administrative Agent sell participations to any Person (other than a natural
      person, the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each,
      a “ Participant ”)
      in all
      or a portion of such Lender’s rights and/or obligations under this Agreement
      (including all or a portion of its Commitment and/or the Loans owing to it); provided that
      (i) such Lender’s obligations under this Agreement 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 and the Lenders shall continue to deal solely and directly
      with such Lender in connection with such Lender’s rights and obligations under
      this Agreement.




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 to approve any amendment, modification or waiver of any provision
      of this Agreement; 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
      with
      respect to the following to the extent affecting such Participant: (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
      consent of each Lender affected thereby, (iii) postpone the date fixed for
      any
      payment of any principal of, or interest on, any Loan or LC Disbursement or
      interest thereon or any fees hereunder or reduce the amount of, waive or excuse
      any such payment, or postpone the scheduled date for the termination or
      reduction of any Commitment, without the written consent of each Lender affected
      thereby, (iv) change Section
      2.19(b) or (c) in a
      manner that would alter the pro rata sharing of payments required thereby,
      without the written consent of each Lender, (v) change any of the provisions
      of
      this Section
      10.4 or the
      definition of “Required Lenders” or any other provision hereof specifying the
      number or percentage of Lenders which are required to waive, amend or modify
      any
      rights hereunder or make any determination or grant any consent hereunder,
      without the consent of each Lender; (vi) release any guarantor or limit the
      liability of any such guarantor under any guaranty agreement without the written
      consent of each Lender except to the extent such release is expressly provided
      under the terms of the Guaranty Agreement; or (vii) release all or substantially
      all collateral (if any) securing any of the Obligations. Subject to paragraph
      (e) of this Section
      10.4 ,
      the
      Borrower agrees that each Participant shall be entitled to the benefits of
      Sections 2.16 , 2.17 ,
      and 2.18 to the
      same extent as if it were a Lender and had acquired its interest by assignment
      pursuant to paragraph (b) of this Section
      10.4 .
      To the
      extent permitted by law, each Participant also shall be entitled to the benefits
      of Section 10.7 as
      though it were a Lender, provided such Participant agrees to be subject to Section
      2.19 as
      though it were a Lender.




(e)
      A
      Participant shall not be entitled to receive any greater payment under Section
      2.16 and Section
      2.18 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 2.18 ** unless
      the Borrower is notified of the participation sold to such Participant and
      such
      Participant agrees, for the benefit of the Borrower, to comply with Section
      2.18(e) as
      though it were a Lender.




59




(f)
      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 without limitation any pledge or assignment to secure obligations
      to a
      Federal Reserve Bank; provided that no
      such pledge or assignment shall release such Lender from any of its obligations
      hereunder or substitute any such pledgee or assignee for such Lender as a party
      hereto.




**Section
      10.5.**  **Governing
      Law; Jurisdiction; Consent to Service of Process** **.**




(a)  This
      Agreement and the other Loan Documents shall be construed in accordance with
      and
      be governed by the law (without giving effect to the conflict of law principles
      thereof) of the State of New York. ****




(b)  The
      Borrower hereby irrevocably and unconditionally submits, for itself and its
      property, to the exclusive jurisdiction of the United States District Court
      of
      the Southern District of New York, and of any state court of the State of New
      York sitting in New York County and any appellate court from any thereof, in
      any
      action or proceeding arising out of or relating to this Agreement or any other
      Loan Document or the transactions contemplated hereby or thereby, 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
      court or, to the extent permitted by applicable law, 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
      or
      any other Loan Document shall affect any right that the Administrative Agent
      or
      any Lender may otherwise have to bring any action or proceeding relating to
      this
      Agreement or any other Loan Document against the Borrower or its properties
      in
      the courts of any jurisdiction.




(c)  The
      Borrower irrevocably and unconditionally waives any objection which it
      may now or hereafter have to the laying of venue of any such suit, action
      or proceeding described in paragraph (b) of this Section
      10.5 and
      brought in any court referred to in paragraph (b) of this Section
      10.5 .
      Each of
      the parties hereto irrevocably waives, to the fullest extent permitted by
      applicable law, the defense of an inconvenient forum to the maintenance of
      such
      action or proceeding in any such court.




(d)  Each
      party to this Agreement irrevocably consents to the service of process in the
      manner provided for notices in Section
      10.1 .
      Nothing
      in this Agreement or in any other Loan Document will affect the right of any
      party hereto to serve process in any other manner permitted by law.




**Section
      10.6.**  **WAIVER
      OF JURY TRIAL** .
      EACH
      PARTY HERETO IRREVOCABLY 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 THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE
      TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (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 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 AND THE OTHER LOAN DOCUMENTS BY,
      AMONG
      OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION
      10.8 .




60




**Section
      10.7.**  **Right
      of Setoff** .
      In
      addition to any rights now or hereafter granted under applicable law and not
      by
      way of limitation of any such rights, each Lender shall have the right, at
      any
      time or from time to time upon the occurrence and during the continuance of
      an
      Event of Default, without prior notice to the Borrower, any such notice being
      expressly waived by the Borrower to the extent permitted by applicable law,
      to
      set off and apply against all deposits (general or special, time or demand,
      provisional or final) of the Borrower at any time held or other obligations
      at
      any time owing by such Lender to or for the credit or the account of the
      Borrower against any and all Obligations held by such Lender irrespective of
      whether such Lender shall have made demand hereunder and although such
      Obligations may be unmatured. Each Lender agrees promptly to notify the
      Administrative Agent and the Borrower after any such set-off and any application
      made by such Lender; provided ,
      that
      the failure to give such notice shall not affect the validity of such set-off
      and application.




**Section
      10.8.**  **Counterparts;
      Integration** .
      This
      Agreement may be executed by one or more of the parties to this Agreement on
      any
      number of separate counterparts (including by telecopy), and all of said
      counterparts taken together shall be deemed to constitute one and the same
      instrument. This Agreement, the Fee Letter, the other Loan Documents, and any
      separate letter agreement(s) relating to any fees payable to the Administrative
      Agent constitute the entire agreement among the parties hereto and thereto
      regarding the subject matters hereof and thereof and supersede all prior
      agreements and understandings, oral or written, regarding such subject
      matters.




**Section
      10.9.**  **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, regardless of any investigation made
      by
      any such other party or on its behalf and notwithstanding that the
      Administrative Agent 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 and so long as the
      Commitments have not expired or terminated. The provisions of Sections
      2.16 , 2.17 , 2.18 ,
      and 10.3 and
      Article IX 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 Commitments or the termination
      of
      this Agreement or any provision hereof. All representations and warranties
      made
      herein, in the certificates, reports, notices, and other documents delivered
      pursuant to this Agreement shall survive the execution and delivery of this
      Agreement and the other Loan Documents, and the making of the
      Loans.





61




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




**Section
      10.11.**  **Confidentiality** .
      Each of
      the Administrative Agent and each Lender agrees to take normal and reasonable
      precautions to maintain the confidentiality of any information designated in
      writing as confidential and provided to it by the Borrower or any Subsidiary
      or
      pursuant to any request, visitation, inspection, audit, examination or
      discussion in respect of the Borrower, any of its Subsidiaries or any of their
      respective businesses, assets or operations, except that such information may
      be
      disclosed (i) to any Related Party of the Administrative Agent or any such
      Lender, including without limitation accountants, legal counsel and other
      advisors, (ii) to the extent required by applicable laws or regulations or
      by
      any subpoena or similar legal process, (iii) to the extent requested by any
      regulatory agency or authority, (iv) to the extent that such information becomes
      publicly available other than as a result of a breach of this Section
      10.11 ,
      or
      which becomes available to the Administrative Agent, any Lender or any Related
      Party of any of the foregoing on a nonconfidential basis from a source other
      than the Borrower, (v) in connection with the exercise of any remedy hereunder
      or any suit, action or proceeding relating to this Agreement or the enforcement
      of rights hereunder, (vi) subject to provisions substantially similar to this Section
      10.11 ,
      to any
      actual or prospective assignee or Participant, or (vii) with the consent of
      the
      Borrower. Any Person required to maintain the confidentiality of any information
      as provided for in this Section
      10.11 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 its own confidential
      information.




**Section
      10.12.**  **Interest
      Rate Limitation** .
      Notwithstanding anything herein to the contrary, if at any time the interest
      rate applicable to any Loan, together with all fees, charges and other amounts
      which may be treated as interest on such Loan under applicable law
      (collectively, the “ ***Charges*** ”),
      shall
      exceed the maximum lawful rate of interest (the “ ***Maximum
      Rate*** ”)
      which
      may be contracted for, charged, taken, received or reserved by a Lender holding
      such Loan in accordance with applicable law, the rate of interest payable in
      respect of such Loan hereunder, together with all Charges payable in respect
      thereof, shall be limited to the Maximum Rate and, to the extent lawful, the
      interest and Charges that would have been payable in respect of such Loan but
      were not payable as a result of the operation of this Section
      10.12 shall be
      cumulated and the interest and Charges payable to such Lender in respect of
      other Loans or periods shall be increased (but not above the Maximum Rate
      therefor) until such cumulated amount, together with interest thereon at the
      Federal Funds Rate to the date of repayment, shall have been received by such
      Lender.




62




**Section
      10.13.**  **Waiver
      of Effect of Corporate Seal** .  The
      Borrower represents and warrants that neither it nor any other Loan Party is
      required to affix its corporate seal to this Agreement or any other Loan
      Document pursuant to any Requirement of Law or regulation, agrees that this
      Agreement is delivered by Borrower under seal and waives any shortening of
      the
      statute of limitations that may result from not affixing the corporate seal
      to
      this Agreement or such other Loan Documents.




**Section
      10.14.**  **Patriot
      Act** **.** The
      Administrative Agent and the Lenders hereby notify the Loan Parties that each
      Lender subject to the USA Patriot Act of 2001 (31 U.S.C. 5318 et seq.), pursuant
      to Section 326 thereof, is required to obtain, verify and record information
      that identifies the Loan Parties, including the name and address of each Loan
      Party and other information allowing such Lender to identify the Loan Parties
      in
      accordance with such act.




**Section
      10.15.**  **NO
      ORAL AGREEMENTS, WAIVER, EFFECT OF AMENDMENT AND
      RESTATEMENT.**




(a)  THE LOAN
      DOCUMENTS EMBODY THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES
      AND
      SUPERSEDE ALL OTHER AGREEMENTS AND UNDERSTANDINGS BETWEEN SUCH PARTIES RELATING
      TO THE SUBJECT MATTER HEREOF AND THEREOF. THE LOAN DOCUMENTS REPRESENT THE
      FINAL
      AGREEMENT BETWEEN THE PARTIES 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. WITHOUT LIMITATION OF THE
      FOREGOING, THIS AGREEMENT SUPERSEDES AND REPLACES, IN THEIR ENTIRETY, THE
      ORIGINAL CREDIT AGREEMENTS, AND ANY “EVENT OF DEFAULT” (AS THAT TERM IS DEFINED
      IN EITHER OF SUCH ORIGINAL CREDIT AGREEMENTS) HERETOFORE EXISTING UNDER EITHER
      OF THE ORIGINAL CREDIT AGREEMENTS SHALL BE WAIVED, EFFECTIVE UPON THE CLOSING
      DATE.




(b)  Upon
      the
      effectiveness of this Agreement, from and after the Closing Date: (i) the terms
      and conditions of the Original Credit Agreement shall be amended as set forth
      herein and, as so amended, shall be restated in their entirety, but only with
      respect to the rights, duties and obligations among Borrower, the Lenders and
      the Administrative Agent accruing from and after the Closing Date; (ii) this
      Agreement shall not in any way release or impair the rights, duties, Obligations
      or Liens created pursuant to the Original Credit Agreement or any other Loan
      Document (as defined therein) or affect the relative priorities thereof, in
      each
      case to the extent in force and effect thereunder as of the Closing Date and
      except as modified hereby or by documents, instruments and agreements executed
      and delivered in connection herewith, and all of such rights, duties,
      Obligations and Liens are assumed, ratified and affirmed by Borrower; (iii)
      all
      indemnification obligations of Borrower under the Original Credit Agreement
      and
      any other Loan Documents (as defined therein) shall survive the execution and
      delivery of this Agreement and shall continue in full force and effect for
      the
      benefit of the Lenders, the Administrative Agent, and any other Person
      indemnified under the Original Credit Agreement or any other Loan Document
      (as
      defined therein) at any time prior to the Closing Date, (iv) the Obligations
      incurred under the Original Credit Agreement shall, to the extent outstanding
      on
      the Closing Date, continue outstanding under this Agreement and shall not be
      deemed to be paid, released, discharged or otherwise satisfied by the execution
      of this Agreement, and this Agreement shall not constitute a refinancing,
      substitution or novation of such Obligations or any of the other rights, duties
      and obligations of the parties hereunder; (v) the execution, delivery and
      effectiveness of this Agreement shall not operate as a waiver of any right,
      power or remedy of the Lenders or the Administrative Agent under the Original
      Credit Agreement, nor constitute a waiver of any covenant, agreement or
      obligation under the Original Credit Agreement, except to the extent that any
      such covenant, agreement or obligation is no longer set forth herein or is
      modified hereby; and (vi) any and all references to the Original Credit
      Agreement in each and every other Loan Documents shall, without further action
      of the parties, be deemed a reference to the Original Credit Agreement, as
      amended and restated by this Agreement, and as this Agreement shall be further
      amended, restated, supplemented or otherwise modified from time to
      time.




63




(c)  Borrower
      hereby restates, ratifies and reaffirms each and every term and condition set
      forth in the Original Credit Agreement and the other Loan Documents. Without
      limitation to the foregoing, Borrower acknowledges and agrees that the Liens
      granted by Borrower to the Administrative Agent pursuant to the Security
      Documents shall continue to secure all of the Obligations under Original Credit
      Agreement, as amended and restated by this Agreement.




*(remainder
      of page left intentionally blank)*





64




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


**NGP
                CAPITAL RESOURCES COMPANY**By:
            /s/JOHNH.
                HOMIERJohn
                H. Homier
              President
                and Chief Executive Officer




**[SIGNATURE
        PAGE TO TREASURY SECURED REVOLVING CREDIT AGREEMENT]**







**SUNTRUST
                BANK, **as
                Administrative Agent, as Issuing Bank and as a
                Lender****By:
            /s/JAMESWARRENJames
                Warren
              Managing
                Director




**[SIGNATURE
        PAGE TO TREASURY SECURED REVOLVING CREDIT AGREEMENT]**










**COMMERZBANK
                AG, NewYork and Grand Cayman Branches**By:
            /s/ANDREWCAMPBELLName:
                Andrew Campbell
              Title:
                Senior Vice
                President


By:
            /s/JANETLEEName:
                Janet Lee
              Title:
                Assistant
                Treasurer




**[SIGNATURE
      PAGE TO TREASURY SECURED REVOLVING CREDIT AGREEMENT]**










**LANDESBANK
                  BADEN-WÜ****RTTEMBERG**By:
            /s/SIMONEEHMANNName:
                Simone Ehmann
              Title:
                Vice
                President  By:
              /s/KONRADKESTERINGName:
                  Konrad Kestering
                Title:
                  Assistant Vice
                  President


**[SIGNATURE
        PAGE TO TREASURY SECURED REVOLVING CREDIT AGREEMENT]**







**BRANCH
                      BANKING &TRUST CO.**By:
              /s/
                  CORYBOYTEName:
                  Cory Boyte
                Title:Senior Vice
                  President




**[SIGNATURE
        PAGE TO TREASURY SECURED REVOLVING CREDIT AGREEMENT]**







**AMERICAN
                    NATIONAL BANK**By:
            /s/
                GARYW.
                VICKName:
                Gary W. Vick
              Title:
                Vice
                President


**[SIGNATURE
          PAGE TO TREASURY SECURED REVOLVING CREDIT AGREEMENT]**
 
  **Schedule
        I**
  **APPLICABLE
        MARGIN AND APPLICABLE PERCENTAGE**
  **Treasury
        Revolving Credit Facility**
  Applicable
                  Margin for Eurodollar Loans
              
              Applicable
                  Margin for Base Rate Loans
              
              Applicable
                  Percentage for Commitment
                Fee0.25%
              
              
              0.00%
              
              
              0.15%
  Schedule
            I
  **Schedule
        II**
  **COMMITMENT
        AMOUNTS**
  SunTrust
                  Bank
              
              $
              15,000,000Commerzbank
              
              $
              33,750,000Landesbank
                  Baden-Wurttemberg
              
              $
              33,750,000BB&T
              
              $
              12,500,000American
                  National
              
              $
              5,000,000
  Schedule
            II
  **SCHEDULE
        4.5**
 
 **ENVIRONMENTAL
        MATTERS**
 
 NONE
  
  **SCHEDULE
        4.14**
 
 **SUBSIDIARIES**
  **Comp****any**
                  **Owner**
                  **Ownership****Interests**NGPC
                      Funding, LP
                  NGPC
                      Funding GP, LLC
                  .1%
                      general partnership interestNGPC
                      Funding, LP
                  NGPC
                      Nevada, LLC
                  99.9%limited
                      partnership interestNGPC
                      Asset Holdings, LP
                  NGPC
                      Asset Holdings GP, LLC
                  .1%
                      general partnership interestNGPC
                      Asset Holdings, LP
                  NGPC
                      Nevada, LLC
                  99.9%limited
                      partnership interestNGPC
                      Asset Holdings II, LP
                  NGPC
                      Asset Holdings GP, LLC
                  .1%
                      general partnership interestNGPC
                      Asset Holdings II, LP
                  NGPC
                      Nevada, LLC
                  99.9%limited
                      partnership interestNGPC
                      Funding GP, LLC
                  NGP
                      Capital Resources Company
                  100%
                      of limited liability company interestNGPC
                      Nevada, LLC
                  NGP
                      Capital Resources Company
                  100%
                      of limited liability company interestNGPC
                      Asset Holdings GP, LLC
                  NGP
                      Capital Resources Company
                  100%
                      of limited liability company
                      interest
 
 **SCHEDULE
        7.1**
 
 
 **OUTSTANDING
        INDEBTEDNESS**
 
 1.  Indebtedness
        under the Existing Credit Agreement
  
  **SCHEDULE
        7.2**
  **EXISTING
        LIENS**
 
 1.
              Liens
                  securing the Indebtedness under the Existing Credit
                  Agreement
 
 2.
              That
                  certain security interest and financing statement from NGP CapitalResources
                  Company, as debtor, in favor of NGPC Asset Holdings, LP, asAdministrative
                  Agent, as secured party, as described in financing statementNumber
                  05-0030896192 filed with the Secretary of State of
                  Texas.