**EXECUTION
      COPY**




**AMENDED
      AND RESTATED 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
                
                20Section
                    1.3.
                
                Accounting
                    Terms and Determination
                
                20Section
                    1.4.
                
                Terms
                    Generally
                
                21ARTICLE
                    II
                AMOUNT
                  AND TERMS OF THE COMMITMENTS
                
                21Section
                    2.1.
                
                General
                    Description of Facilities
                
                21Section
                    2.2.
                
                Senior
                    Revolving Loans
                
                21Section
                    2.3.
                
                [INTENTIONALLY
                    OMITTED]
                
                22Section
                    2.4.
                
                Procedure
                    for Borrowings
                
                22Section
                    2.5.
                
                Funding
                    of Borrowings
                
                22Section
                    2.6.
                
                Interest
                    Elections
                
                23Section
                    2.7.
                
                Optional
                    Reduction and Termination of Commitments
                
                24Section
                    2.8.
                
                Repayment
                    of Loans
                
                24Section
                    2.9.
                
                Evidence
                    of Indebtedness
                
                24Section
                    2.10.
                
                Prepayments
                
                25Section
                    2.11.
                
                Interest
                    on Loans
                
                26Section
                    2.12.
                
                Fees
                
                26Section
                    2.13.
                
                Computation
                    of Interest and Fees
                
                27Section
                    2.14.
                
                Inability
                    to Determine Interest Rates
                
                27Section
                    2.15.
                
                Illegality
                
                28Section
                    2.16.
                
                Increased
                    Costs
                
                28Section
                    2.17.
                
                Funding
                    Indemnity
                
                29Section
                    2.18.
                
                Taxes
                
                30Section
                    2.19.
                
                Payments
                    Generally; Pro Rata Treatment; Sharing of Set-offs
                
                31Section
                    2.20.
                
                Letters
                    of Credit
                
                33Section
                    2.21.
                
                Increase
                    of Commitments; Additional Lenders
                
                37Section
                    2.22.
                
                Mitigation
                    of Obligations
                
                38Section
                    2.23.
                
                Replacement
                    of Lenders
                
                39ARTICLE
                    III
                CONDITIONS
                  PRECEDENT TO LOANS AND LETTERS OF CREDIT
                
                39Section
                    3.1.
                
                Conditions
                    To Effectiveness
                
                39Section
                    3.2.
                
                Each
                    Credit Event
                
                41Section
                    3.3.
                
                Delivery
                    of Documents
                
                42ARTICLE
                    IV
                REPRESENTATIONS
                  AND WARRANTIES
                
                42Section
                    4.1.
                
                Existence;
                    Power
                
                42Section
                    4.2.
                
                Organizational
                    Power; Authorization
                
                42Section
                    4.3.
                
                Governmental
                    Approvals; No Conflicts
                
                42Section
                    4.4.
                
                Financial
                    Statements
                
                43Section
                    4.5.
                
                Litigation
                    and Environmental Matters
                
                43Section
                    4.6.
                
                Compliance
                    with Laws and Agreements
                
                43Section
                    4.7.
                
                Investment
                    Company Act, Etc.
                
                43Section
                    4.8.
                
                Taxes
                
                44Section
                    4.9.
                
                Margin
                    Regulations
                
                44
  
  Section
                    4.10.
                
                ERISA
                
                44Section
                    4.11.
                
                Ownership
                    of Property
                
                44Section
                    4.12.
                
                Disclosure
                
                45Section
                    4.13.
                
                Labor
                    Relations
                
                45Section
                    4.14.
                
                Subsidiaries
                
                45Section
                    4.15.
                
                Insolvency
                
                45Section
                    4.16.
                
                OFAC
                
                46Section
                    4.17.
                
                Patriot
                    Act
                
                46ARTICLE
                    V
                AFFIRMATIVE
                  COVENANTS
                
                46Section
                    5.1.
                
                Financial
                    Statements and Other Information
                
                46Section
                    5.2.
                
                Notices
                    of Material Events
                
                48Section
                    5.3.
                
                Existence;
                    Conduct of Business
                
                48Section
                    5.4.
                
                Compliance
                    with Laws, Etc.
                
                49Section
                    5.5.
                
                Payment
                    of Obligations
                
                49Section
                    5.6.
                
                Books
                    and Records
                
                49Section
                    5.7.
                
                Visitation,
                    Inspection, Etc.
                
                49Section
                    5.8.
                
                Maintenance
                    of Properties; Insurance
                
                49Section
                    5.9.
                
                Use
                    of Proceeds and Letters of Credit
                
                50Section
                    5.10.
                
                Maintenance
                    of RIC Status and Business Development Company
                
                50Section
                    5.11.
                
                Additional
                    Subsidiaries; Additional Collateral
                
                50Section
                    5.12.
                
                Compliance
                    with Underwriting Policies
                
                50ARTICLE
                    VI
                FINANCIAL
                  COVENANTS
                
                51Section
                    6.1.
                
                Minimum
                    Asset Coverage Ratio
                
                51Section
                    6.2.
                
                Minimum
                    Adjusted Asset Coverage Ratio
                
                51Section
                    6.3.
                
                Interest
                    Coverage Ratio
                
                51ARTICLE
                    VII
                NEGATIVE
                  COVENANTS
                
                51Section
                    7.1.
                
                Indebtedness
                    and Preferred Equity.
                
                51Section
                    7.2.
                
                Negative
                    Pledge
                
                52Section
                    7.3.
                
                Fundamental
                    Changes
                
                53Section
                    7.4.
                
                Restricted
                    Payments
                
                53Section
                    7.5.
                
                Sale
                    of Assets
                
                54Section
                    7.6.
                
                Transactions
                    with Affiliates
                
                54Section
                    7.7.
                
                Restrictive
                    Agreements
                
                54Section
                    7.8.
                
                Sale
                    and Leaseback Transactions
                
                55Section
                    7.9.
                
                Hedging
                    Transactions
                
                55Section
                    7.10.
                
                Accounting
                    Changes
                
                55Section
                    7.11.
                
                Amendment
                    to Material Documents
                
                56Section
                    7.12.
                
                Loans,
                    Etc
                
                56ARTICLE
                    VIII
                EVENTS
                  OF DEFAULT
                
                56Section
                    8.1.
                
                Events
                    of Default
                
                56ARTICLE
                    IX
                THE
                  ADMINISTRATIVE AGENT
                
                59Section
                    9.1.
                
                Appointment
                    of Administrative Agent
                
                59Section
                    9.2.
                
                Nature
                    of Duties of Administrative Agent
                
                59Section
                    9.3.
                
                Lack
                    of Reliance on the Administrative Agent
                
                60Section
                    9.4.
                
                Certain
                    Rights of the Administrative Agent
                
                60
  ii
  Section
                    9.5.
                
                Reliance
                    by Administrative Agent
                
                60Section
                    9.6.
                
                The
                    Administrative Agent in its Individual Capacity
                
                61Section
                    9.7.
                
                Successor
                    Administrative Agent
                
                61Section
                    9.8.
                
                Authorization
                    to Execute other Loan Documents
                
                61Section
                    9.9.
                
                Documentation
                    Agent; Syndication Agent
                
                62ARTICLE
                    X
                MISCELLANEOUS
                
                62Section
                    10.1.
                
                Notices
                
                62Section
                    10.2.
                
                Waiver;
                    Amendments
                
                63Section
                    10.3.
                
                Expenses;
                    Indemnification
                
                64Section
                    10.4.
                
                Successors
                    and Assigns
                
                66Section
                    10.5.
                
                Governing
                    Law; Jurisdiction; Consent to Service of Process
                
                69Section
                    10.6.
                
                WAIVER
                    OF JURY TRIAL
                
                70Section
                    10.7.
                
                Right
                    of Setoff
                
                70Section
                    10.8.
                
                Counterparts;
                    Integration
                
                71Section
                    10.9.
                
                Survival
                
                71Section
                    10.10.
                
                Severability
                
                71Section
                    10.11.
                
                Confidentiality
                
                71Section
                    10.12.
                
                Interest
                    Rate Limitation
                
                72Section
                    10.13.
                
                Waiver
                    of Effect of Corporate Seal
                
                72Section
                    10.14.
                
                Patriot
                    Act
                
                72Section
                    10.15.
                
                NO
                    ORAL AGREEMENTS, WAIVER, EFFECT OF AMENDMENT AND
                    RESTATEMENT
                
                72




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
      AMENDED AND RESTATED 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 ”)
      and as
      issuing bank (the “ Issuing
      Bank ”).




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




**WHEREAS** ,
      Borrower, Lenders and Agent are party to that certain Revolving Credit Agreement
      dated as of May 17, 2005 (the “ Original
      Credit Agreement ”)
      pursuant to which the Lenders have extended certain financial accommodations
      to
      the Borrower;




**WHEREAS,** the
      Borrower has requested that Lenders extend additional revolving credit
      facilities to Borrower which in the aggregate together with the financial
      accommodations extended under the Original Credit Agreement shall consist of
      a
      $80,000,000 senior secured revolving credit facility with a $10,000,000 letter
      of credit subfacility in favor of the Borrower;




**WHEREAS** ,
      the
      Borrower has entered into that certain Treasury 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 “ Treasury
      Lenders ”)
      and
      SunTrust Bank as administrative agent (as the same may be amended, restated,
      supplemented or otherwise modified from time to time, the “ Treasury
      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 and the Issuing Bank is
      willing to establish the letter of credit subfacility, each in favor of the
      Borrower;




**NOW,
      THEREFORE** ,
      in
      consideration of the premises and the mutual covenants herein contained, the
      Borrower, the Lenders, the Issuing Bank 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):




“ ***Additional
      Commitment Amount*** ”
shall
      have the meaning given to such term in Section
      2.21 .




“ ***Additional
      Lender*** ”
shall
      have the meaning given to such term in Section
      2.21 .








“ ***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
      $80,000,000.




“ ***Aggregate
      Commitment*** ”
shall
      mean the Senior 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 or the letter of credit fee, as the case may be, a percentage per annum
      determined by reference to the applicable Consolidated Total Debt Percentage
      from time to time in effect as set forth on Schedule
      I ; provided ,
      that a
      change in the Applicable Margin resulting from a change in the Consolidated
      Total Debt Percentage shall be effective on the second Business Day after which
      the Borrower delivers the financial statements required by Section
      5.1(a )
      or
      ( b )
      and the
      Compliance Certificate required by Section
      5.1(c ); provided
      further ,
      that if
      at any time the Borrower shall have failed to deliver such financial statements
      and such Compliance Certificate when so required, the Applicable Margin shall
      be
      at Level IV as set forth on Schedule
      I until
      such time as such financial statements and Compliance Certificate are delivered,
      at which time the Applicable Margin shall be determined as provided above.


2




“ ***Applicable
      Percentage”*** shall
      mean, as of any date, with respect to the commitment fee, the percentage per
      annum determined by reference to the applicable Consolidated Total Debt
      Percentage from time to time in effect as set forth on Schedule
      I ; provided ,
      that a
      change in the Applicable Percentage resulting from a change in the Consolidated
      Total Debt Percentage shall be effective on the second Business Day after which
      the Borrower is required to deliver the financial statements required by Section
      5.1 ( a )
      or
      ( b )
      and the
      Compliance Certificate required by Section
      5.1 ( c ); provided,
      further ,
      that if
      at any time the Borrower shall have failed to deliver such financial statements
      and such certificate, the Applicable Percentage shall be at Level IV as set
      forth on Schedule
      I until
      such time as such financial statements and Compliance Certificate are delivered,
      at which time the Applicable Percentage shall be determined as provided above.




“ ***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
      B attached
      hereto or any other form approved by the Administrative Agent.




“ ***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 lending rate. Each change in the Administrative Agent’s prime lending rate
      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.




3




**“** ***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.




“ ***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 the Issuing Bank (or for purposes of Section
      2.16 ( b ),
      by
      such Lender’s or the Issuing Bank’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 Senior Revolving Loans.




4




“ ***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.




“ ***Collateral*** ”
shall
      mean (i) all tangible and intangible property, real and personal, of any Loan
      Party that is the subject of a Lien granted pursuant to a Security Document
      to
      the Administrative Agent for the benefit of the Lenders to secure the whole
      or
      any part of the Obligations or any Guarantee thereof, and shall include, without
      limitation, all casualty insurance proceeds and condemnation awards with respect
      to any of the foregoing.




“ ***Commitment*** ”
shall
      mean the Senior Revolving Commitment or any combination thereof (as the context
      shall permit or require).




“ ***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) .




“ ***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.


5




“ ***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 the Treasury Revolving Credit Facility.




“ ***Consolidated
      Total Debt Percentage*** ”
shall
      mean, as of any date of determination, the ratio, expressed as a percentage,
      of
      (i) Consolidated Total Debt to (ii) Net Asset Value.




“ ***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 (i) the outstanding principal amount of such
      Lender’s Loans and (ii) the LC Exposure.




“ ***Custodial
      Agency Agreement*** ”
shall
      mean that certain Custodial Agency Agreement, dated as of Original Closing
      Date,
      by and among the Borrower, the Administrative Agent and Wells Fargo Bank,
      National Association, as custodian for the Borrower, as amended, restated,
      supplemented or otherwise modified from time to time.




***“Deeds
      of Trust*** ”
shall
      mean any deeds of trust, leasehold deeds of trust, mortgages, leasehold
      mortgages, deeds to secure debt, leasehold deeds to secure debt or other real
      estate security documents delivered by any Loan Party to Administrative Agent
      from time to time, all in form and substance satisfactory to Administrative
      Agent, as amended, restated, modified or otherwise supplemented from time to
      time.




“ ***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 ).




“ ***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, the Issuing Bank, 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.


6




“ ***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 (i) all warrant positions, (ii) any assets
      of a
      subsidiary that is not a Guarantor and any assets of the Borrower and its
      subsidiaries not pledged to the Administrative Agent on terms and conditions
      satisfactory to Administrative Agent, (iii) the fair market value of all other
      Unencumbered Overriding Royalty Interests to the extent not expressly included
      as provided for above, (v) any Treasury Revolving Credit Facility Collateral,
      and (vi) such other assets that are not otherwise satisfactory to the
      Administrative Agent in its reasonable discretion.




“ ***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.




“ ***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.


7




“ ***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, the Issuing Bank
      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 ).




“ ***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.


8




“ ***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.


9




“ ***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.


10




“ ***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 Issuing Bank, the Administrative Agent
      and
      the Treasury Lenders 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 Treasury Revolving Credit Facility 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, three,
      six,
      or to the extent available to each Lender, twelve 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.




“ ***Issuing
      Bank*** ”
shall
      mean SunTrust Bank or any other Lender, each in its capacity as an issuer of
      Letters of Credit pursuant to Section
      2.20 .




“ ***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.




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




“ ***LC
      Commitment*** ”
shall
      mean that portion of the Senior Revolving Commitment that may be used by the
      Borrower for the issuance of Letters of Credit in an aggregate face amount
      not
      to exceed $10,000,000.




11




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




“ ***LC
      Documents*** ”
shall
      mean the Letters of Credit and all applications, agreements and instruments
      relating to the Letters of Credit.




“ ***LC
      Exposure*** ”
shall
      mean, at any time, the sum of (i) the aggregate undrawn amount of all
      outstanding Letters of Credit at such time, *plus* (ii) the aggregate amount of all LC Disbursements that have not been
      reimbursed by or on behalf of the Borrower at such time. The LC Exposure of
      any
      Lender shall be its Pro Rata Share of the total LC Exposure at such
      time.




“ ***Lenders*** ”
shall
      have the meaning assigned to such term in the opening paragraph of this
      Agreement and shall include, where appropriate, each Additional Lender that
      joins this Agreement pursuant to Section
      2.21 .




“ ***Letter
      of Credit*** ”
shall
      mean any letter of credit issued pursuant to Section
      2.20 by the
      Issuing Bank for the account of the Borrower pursuant to the LC
      Commitment.




“ ***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 Original Loans and all Senior 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, the LC 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.




12




“ ***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
      the
      Borrower, 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, the Issuing Bank and the Lenders under any of
      the
      Loan Documents or (iv) the legality, validity or enforceability of any of the
      Loan Documents.




“ ***Material
      Event of Default*** ”
shall
      mean any Event of Default arising under Sections
      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 Letters of Credit) 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.




“ ***Mortgaged
      Property*** ” ****** shall
      have the meaning set forth in Section
      5.11(b) .




“ ***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.


13




“ ***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).




“ ***Notes*** ”
shall
      mean, collectively, the Senior 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, the Issuing
      Bank or any Lender pursuant to or in connection with the Original Credit
      Agreement, 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, the Issuing Bank 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 Letters of Credit, 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.




“ ***Original
      Closing Date*** ”
shall
      mean May 17, 2005.


14




“ ***Original
      Loans*** ”
shall
      mean the “Loans” as defined in the Original Credit Agreement.




“ ***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.




“ ***Perfection
      Certificate*** ”
shall
      have the meaning assigned to such term in the Security Agreement.




“ ***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;




15




(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;




(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.


16




“ ***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.




“ ***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 .


17




“ ***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 Amended and Restated Security Agreement, dated as of the
      Closing Date, executed by the Borrower and the Subsidiary Guarantors in favor
      of
      the Administrative Agent for the benefit of the Lenders, as amended, restated,
      supplemented or otherwise modified from time to time.




“ ***Security
      Documents*** ”
shall
      mean, collectively, the Security Agreement, any Deeds of Trust or other Real
      Estate Documents, any other Control Agreement, **** the
      Perfection Certificate, and all other instruments and agreements now or
      hereafter securing the whole or any part of the Obligations or any Guarantee
      thereof, all UCC financing statements, fixture financing statements, stock
      powers, and all other documents, instruments, agreements and certificates
      executed and delivered by any Loan Party to the Administrative Agent and the
      Lenders in connection with the foregoing.




“ ***Senior
      Revolving Commitment*** ”
shall
      mean, with respect to each Lender, the obligation of such Lender to make Senior
      Revolving Loans to the Borrower and to participate in Letters of Credit 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 “Senior 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.




“ ***Senior
      Revolving Commitment Amount*** ”
shall
      mean the aggregate principal amount of the Senior Revolving Commitments from
      time to time. On the Closing Date, the Senior Revolving Commitment Amount equals
      $80,000,000.




“ ***Senior
      Revolving Commitment Termination Date*** ”
shall
      mean the earliest of (i) August 31, 2009, (ii) the date on which the Senior
      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).




“ ***Senior
      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 Senior Revolving Commitment, in
      substantially the form of Exhibit
      A .




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




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


18




“ ***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.




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




“ ***Treasury
      Lenders*** ”
shall
      have the meaning set forth in the recitals to this Agreement.




“ ***Treasury
      Revolving Commitment*** ”
shall
      mean, with respect to each Treasury Lender, the obligation of such Treasury
      Lender to make Treasury Revolving Loans in an aggregate principal amount not
      exceeding the amount set forth with respect to such Lender on Schedule
      II to the
      Treasury Credit Agreement, or in the case of a Person becoming a Treasury 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.


19




“ ***Treasury
      Revolving Credit Facility Collateral*** ”
shall
      mean all “Collateral” as detailed in the Treasury Credit Agreement.




“ ***Treasury
      Revolving Loans*** ”
shall
      have the meaning set forth in the Treasury Credit Agreement.




“ ***Triggering
      Event*** ”
shall
      mean, as of any date of determination, the event which shall occur upon the
      Borrower’s failure to maintain an Asset Coverage Ratio of at least
      2.35:1.00.




“ ***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.




“ ***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 “Senior Revolving Loan” or “Senior 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 “Senior Revolving Eurodollar
      Loan” or “Senior 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.


20




**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 additional Loans to the Borrower in accordance with Section
      2.2 and Section
      2.3 ,
      (ii)
      the Issuing Bank agrees to issue additional Letters of Credit in accordance
      with Section **** 2.20 ,
      and
      (iii) each Lender agrees to purchase a participation interest in the additional
      Letters of Credit pursuant to the terms and conditions hereof; provided ,
      that in
      no event shall the aggregate principal amount of all outstanding Loans and
      outstanding LC Exposure exceed at any time the Aggregate Commitment Amount
      from
      time to time in effect.




**Section
      2.2.**  **Senior
      Revolving Loans** .
      Subject
      to the terms and conditions set forth herein, each Lender severally agrees
      to
      make Senior 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 Senior Revolving Credit Exposure exceeding such
      Lender’s Senior Revolving Commitment or (b) the sum of the principal amount of
      Senior Revolving Loans then outstanding plus the outstanding LC Exposure to
      exceed Senior Revolving Commitment Amount. During the Availability Period,
      the
      Borrower shall be entitled to borrow, prepay and reborrow Senior 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.


21




**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
      2.4 (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 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.


22




(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
      2.6(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 .




23




(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 Senior Revolving
      Commitments to an amount less than the outstanding Credit Exposures of all
      Lenders. Any such reduction in the Senior Revolving Commitments below the LC
      Commitment shall result in a proportionate reduction (rounded to the next lowest
      integral multiple of $100,000) in the LC Commitment.




**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.


24




(b)  At
      the
      request of any Lender at any time, the Borrower agrees that it will execute
      and
      deliver to such Lender a Senior 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, 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. 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. If after
      giving effect to prepayment of all Loans, the Senior Revolving Credit Exposure
      of all Lenders exceeds the Senior Revolving Commitment Amount, the Borrower
      shall deposit in an account with the Administrative Agent, in the name of the
      Administrative Agent and for the benefit of the Issuing Bank and the Lenders,
      an
      amount in cash equal to such excess plus any accrued and unpaid fees thereon
      to
      be held as collateral for the LC Exposure. Such account shall be administered
      in
      accordance with Section
      2.20(g) hereof.




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**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 and LC Exposure of such Lender.




26




(c)  The
      Borrower agrees to pay (i) to the Administrative Agent, for the account of
      each
      Lender, a letter of credit fee with respect to its participation in each Letter
      of Credit, which shall accrue at a rate per annum equal to the Applicable Margin
      for Eurodollar Loans then in effect on the average daily amount of such Lender’s
      LC Exposure attributable to such Letter of Credit during the period from and
      including the date of issuance of such Letter of Credit to but excluding the
      date on which such Letter of Credit expires or is drawn in full (including
      without limitation any LC Exposure that remains outstanding after the Commitment
      Termination Date) and (ii) to the Issuing Bank for its own account the Issuing
      Bank’s standard fees with respect to issuance, amendment, renewal or extension
      of any Letter of Credit or processing of drawings thereunder. Notwithstanding
      the foregoing, if the Required Lenders elect to increase the interest rate
      on
      the Loans to the Default Interest pursuant to Section
      2.11(b) ,
      the
      rate per annum used to calculate the letter of credit fee pursuant to clause
      (i)
      above shall automatically be increased by an additional 2% per
      annum.




(d)   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.




(e)  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 and LC Exposure 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,




27




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.




**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 the Issuing Bank; or ****




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




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
      increase the cost to such Lender or the Issuing Bank of participating in or
      issuing any Letter of Credit or to reduce the amount received or receivable
      by
      such Lender or the Issuing Bank 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 or the Issuing
      Bank, as the case may be, for such additional costs incurred or reduction
      suffered.


28




(b)  If
      any
      Lender or the Issuing Bank 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 or the Issuing
      Bank’s capital (or on the capital of such Lender’s or the Issuing Bank’s parent
      corporation) as a consequence of its obligations hereunder or under or in
      respect of any Letter of Credit to a level below that which such Lender or
      the
      Issuing Bank or such Lender’s or the Issuing Bank’s parent corporation could
      have achieved but for such Change in Law (taking into consideration such
      Lender’s or the Issuing Bank’s policies or the policies of such Lender’s or the
      Issuing Bank’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 the Issuing Bank or such Lender’s or the Issuing Bank’s parent
      corporation for any such reduction suffered.




(c)  A
      certificate of a Lender or the Issuing Bank setting forth the amount or amounts
      necessary to compensate such Lender or the Issuing Bank or such Lender’s or the
      Issuing Bank’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 or
      the
      Issuing Bank, as the case may be, such amount or amounts within 10 days after
      receipt thereof.




(d)  Failure
      or delay on the part of any Lender or the Issuing Bank to demand compensation
      pursuant to this Section
      2.16 shall
      not constitute a waiver of such Lender’s or the Issuing Bank’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.


29




**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, any Lender or the Issuing Bank (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, each Lender and the Issuing
      Bank, 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,
      such Lender or the Issuing Bank, 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 the Issuing Bank, or by the Administrative Agent on
      its
      own behalf or on behalf of a Lender or the Issuing Bank, shall be conclusive
      absent manifest error.




(d)  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.


30




(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).




**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, fees or reimbursement of LC Disbursements, 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 payments
      to be made directly to the Issuing Bank as expressly provided herein and 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.




31






(b)  If
      at any
      time insufficient funds are received by and available to the Administrative
      Agent to pay fully all amounts of principal, unreimbursed LC Disbursements,
      interest and fees 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 and
      unreimbursed LC Disbursements then due hereunder, ratably among the parties
      entitled thereto in accordance with the amounts of principal and unreimbursed
      LC
      Disbursements 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
      or
      participations in LC Disbursements that would result in such Lender receiving
      payment of a greater proportion of the aggregate amount of its Loans and
      participations in LC Disbursements 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
      and participations in LC Disbursements 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 and participations in LC Disbursements; provided, that (i)
      if any such participations are purchased and all or any portion of the payment
      giving rise thereto is recovered, such participations shall be rescinded and
      the
      purchase price restored to the extent of such recovery, without interest, and
      (ii) the provisions of this paragraph shall not be construed to apply to any
      payment made by the Borrower pursuant to and in accordance with the express
      terms of this Agreement or any payment obtained by a Lender as consideration
      for
      the assignment of or sale of a participation in any of its Loans or
      participations in LC Disbursements to any assignee or participant, other than
      to
      the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions
      of this paragraph shall apply). The Borrower consents to the foregoing and
      agrees, to the extent it may effectively do so under applicable law, that any
      Lender acquiring a participation pursuant to the foregoing 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.




(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 or the Issuing Bank hereunder that the Borrower will not make
      such payment, the Administrative Agent may assume that the Borrower has made
      such payment on such date in accordance herewith and may, in reliance upon
      such
      assumption, distribute to the Lenders or the Issuing Bank, as the case may
      be,
      the amount or amounts due. In such event, if the Borrower has not in fact made
      such payment, then each of the Lenders or the Issuing Bank, as the case may
      be,
      severally agrees to repay to the Administrative Agent forthwith on demand the
      amount so distributed to such Lender or Issuing Bank with interest thereon,
      for
      each day from and including the date such amount is distributed to it to but
      excluding the date of payment to the Administrative Agent, at the greater of
      the
      Federal Funds Effective Rate and a rate determined by the Administrative Agent
      in accordance with banking industry rules on interbank
      compensation.




32




(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.**  **Letters
      of Credit** **.**




(a)  During
      the Availability Period, the Issuing Bank, in reliance upon the agreements
      of
      the other Lenders pursuant to Section
      2.20 ( d ),
      agrees
      to issue, at the request of the Borrower, Letters of Credit for the account
      of
      the Borrower on the terms and conditions hereinafter set forth; provided ,
      that
      (i) each Letter of Credit shall expire on the earlier of (A) the date one year
      after the date of issuance of such Letter of Credit (or in the case of any
      renewal or extension thereof, one year after such renewal or extension) and
      (B)
      the date that is five (5) Business Days prior to the Commitment Termination
      Date; (ii) each Letter of Credit shall be in a stated amount of at least
      $250,000; and (iii) the Borrower may not request any Letter of Credit, if,
      after
      giving effect to such issuance (A) the aggregate LC Exposure would exceed the
      LC
      Commitment or (B) the aggregate Senior Revolving Credit Exposure would exceed
      the Senior Revolving Commitments. **** Upon
      the
      issuance of each Letter of Credit each Lender shall be deemed to, and hereby
      irrevocably and unconditionally agrees to, purchase from the Issuing Bank
      without recourse a participation in such Letter of Credit equal to such Lender’s
      Pro Rata Share of the aggregate amount available to be drawn under such Letter
      of Credit. Each issuance of a Letter of Credit shall be deemed to utilize the
      Senior Revolving Commitment of each Lender by an amount equal to the amount
      of
      such participation.




(b)  To
      request the issuance of a Letter of Credit (or any amendment, renewal or
      extension of an outstanding Letter of Credit), the Borrower shall give the
      Issuing Bank and the Administrative Agent irrevocable written notice at least
      three (3) Business Days prior to the requested date of such issuance specifying
      the date (which shall be a Business Day) such Letter of Credit is to be issued
      (or amended, extended or renewed, as the case may be), the expiration date
      of
      such Letter of Credit, the amount of such Letter of Credit, the name and address
      of the beneficiary thereof and such other information as shall be necessary
      to
      prepare, amend, renew or extend such Letter of Credit. In addition to the
      satisfaction of the conditions in Article III, the issuance of such Letter
      of
      Credit (or any amendment which increases the amount of such Letter of Credit)
      will be subject to the further conditions that such Letter of Credit shall
      be in
      such form and contain such terms as the Issuing Bank shall reasonably approve
      and that the Borrower shall have executed and delivered any additional
      applications, agreements and instruments relating to such Letter of Credit
      as
      the Issuing Bank shall reasonably require; provided ,
      that in
      the event of any conflict between such applications, agreements or instruments
      and this Agreement, the terms of this Agreement shall control.




(c)  At
      least
      two Business Days prior to the issuance of any Letter of Credit, the Issuing
      Bank will confirm with the Administrative Agent (by telephone or in writing)
      that the Administrative Agent has received such notice and if not, the Issuing
      Bank will provide the Administrative Agent with a copy thereof. Unless the
      Issuing Bank has received notice from the Administrative Agent on or before
      the
      Business Day immediately preceding the date the Issuing Bank is to issue the
      requested Letter of Credit (1) directing the Issuing Bank not to issue the
      Letter of Credit because such issuance is not then permitted hereunder because
      of the limitations set forth in Section
      2.20 ( a )
      or that
      one or more conditions specified in Article III are not then satisfied, then,
      subject to the terms and conditions hereof, the Issuing Bank shall, on the
      requested date, issue such Letter of Credit in accordance with the Issuing
      Bank’s usual and customary business practices.


33




(d)  The
      Issuing Bank shall examine all documents purporting to represent a demand for
      payment under a Letter of Credit promptly following its receipt thereof. The
      Issuing Bank shall notify the Borrower and the Administrative Agent of such
      demand for payment and whether the Issuing Bank has made or will make a LC
      Disbursement thereunder; provided ,
      that
      any failure to give or delay in giving such notice shall not relieve the
      Borrower of its obligation to reimburse the Issuing Bank and the Lenders with
      respect to such LC Disbursement. The Borrower shall be irrevocably and
      unconditionally obligated to reimburse the Issuing Bank for any LC Disbursements
      paid by the Issuing Bank in respect of such drawing, without presentment, demand
      or other formalities of any kind. Unless the Borrower shall have notified the
      Issuing Bank and the Administrative Agent prior to 2:00 p.m. (New
      York **** time)
      on
      the Business Day immediately prior to the date on which such drawing is honored
      that the Borrower intends to reimburse the Issuing Bank for the amount of such
      drawing in funds other than from the proceeds of Loans, the Borrower shall
      be
      deemed to have timely given a Notice of Borrowing to the Administrative Agent
      requesting the Lenders to make a Base Rate Borrowing **** on
      the
      date on which such drawing is honored in an exact amount due to the Issuing
      Bank; provided ,
      that
      for purposes solely of such Borrowing, the conditions precedents set forth
      in Section
      3.2 hereof
      shall not be applicable. The Administrative Agent shall notify the Lenders
      of
      such Borrowing in accordance with Section
      2.4 ,
      and
      each Lender shall make the proceeds of its Base Rate Loan included in such
      Borrowing available to the Administrative Agent for the account of the Issuing
      Bank in accordance with Section
      2.5 .
      The
      proceeds of such Borrowing shall be applied directly by the Administrative
      Agent
      to reimburse the Issuing Bank for such LC Disbursement **.**




(e)  If
      for
      any reason a Base Rate Borrowing may not be (as determined in the sole
      discretion of the Administrative Agent), or is not, made in accordance with
      the
      foregoing provisions, then each Lender (other than the Issuing Bank) shall
      be
      obligated to fund the participation that such Lender purchased pursuant to
      subsection (a) in an amount equal to its Pro Rata Share **** of
      such
      LC Disbursement on and as of the date which such Base Rate Borrowing should
      have
      occurred. **** Each
      Lender’s obligation to fund its participation shall be absolute and
      unconditional and shall not be affected by any circumstance, including without
      limitation (i) any setoff, counterclaim, recoupment, defense or other right
      that
      such Lender or any other Person may have against the Issuing Bank or any other
      Person for any reason whatsoever, (ii) the existence of a Default or an Event
      of
      Default or the termination of the Aggregate Commitments, (iii) any adverse
      change in the condition (financial or otherwise) of the Borrower or any of
      its
      Subsidiaries, (iv) any breach of this Agreement by the Borrower or any other
      Lender, (v) any amendment, renewal or extension of any Letter of Credit or
      (vi)
      any other circumstance, happening or event whatsoever, whether or not similar
      to
      any of the foregoing. On the date that such participation is required to be
      funded, each Lender shall promptly transfer, in immediately available funds,
      the
      amount of its participation to the Administrative Agent for the account of
      the
      Issuing Bank. Whenever, at any time after the Issuing Bank has received from
      any
      such Lender the funds for its participation in a LC Disbursement, the Issuing
      Bank (or the Administrative Agent on its behalf) receives any payment on account
      thereof, the Administrative Agent or the Issuing Bank, as the case may be,
      will
      distribute to such Lender its Pro Rata Share of such payment; provided ,
      that if
      such payment is required to be returned for any reason to the Borrower or to
      a
      trustee, receiver, liquidator, custodian or similar official in any bankruptcy
      proceeding, such Lender will return to the Administrative Agent or the Issuing
      Bank any portion thereof previously distributed by the Administrative Agent
      or
      the Issuing Bank to it.


34




(f)  To
      the
      extent that any Lender shall fail to pay any amount required to be paid pursuant
      to paragraph (d) of this Section
      2.20 on the
      due date therefor, such Lender shall pay interest to the Issuing Bank (through
      the Administrative Agent) on such amount from such due date to the date such
      payment is made at a rate per annum equal to the Federal Funds Rate; provided ,
      that if
      such Lender shall fail to make such payment to the Issuing Bank within three
      (3)
      Business Days of such due date, then, retroactively to the due date, such Lender
      shall be obligated to pay interest on such amount at the rate set forth in Section
      2.11(b) .




(g)  If
      any
      Event of Default shall occur and be continuing, on the Business Day that the
      Borrower receives notice from the Administrative Agent or the Required Lenders
      demanding the deposit of cash collateral pursuant to this paragraph, the
      Borrower shall deposit in an account with the Administrative Agent, in the
      name
      of the Administrative Agent and for the benefit of the Issuing Bank and the
      Lenders, an amount in cash equal to 102% of the LC Exposure as of such date
      plus
      any accrued and unpaid fees thereon; provided ,
      that
      the obligation to deposit such cash collateral shall become effective
      immediately, and such deposit shall become immediately due and payable, without
      demand or notice of any kind, upon the occurrence of any Event of Default with
      respect to the Borrower described in clause (g) or (h) of Section
      8.1 .
      Such
      deposit shall be held by the Administrative Agent as collateral for the payment
      and performance of the obligations of the Borrower under this Agreement. The
      Administrative Agent shall have exclusive dominion and control, including the
      exclusive right of withdrawal, over such account. Borrower agrees to execute
      any
      documents and/or certificates to effectuate the intent of this paragraph. Other
      than any interest earned on the investment of such deposits, which investments
      shall be made at the option and sole discretion of the Administrative Agent
      and
      at the Borrower’s risk and expense, such deposits shall not bear interest.
      Interest and profits, if any, on such investments shall accumulate in such
      account. Moneys in such account shall be applied by the Administrative Agent
      to
      reimburse the Issuing Bank for LC Disbursements for which it had not been
      reimbursed and to the extent so applied, shall be held for the satisfaction
      of
      the reimbursement obligations of the Borrower for the LC Exposure at such time
      or, if the maturity of the Loans has been accelerated, with the consent of
      the
      Required Lenders, be applied to satisfy other obligations of the Borrower under
      this Agreement and the other Loan Documents. If the Borrower is required to
      provide an amount of cash collateral hereunder as a result of the occurrence
      of
      an Event of Default, such amount (to the extent not so applied as aforesaid)
      shall be returned to the Borrower within three Business Days after all Events
      of
      Default have been cured or waived.




(h)  Promptly
      following the end of each calendar quarter, the Issuing Bank shall deliver
      (through the Administrative Agent) to each Lender and the Borrower a report
      describing the aggregate Letters of Credit outstanding at the end of such Fiscal
      Quarter. Upon the request of any Lender from time to time, the Issuing Bank
      shall deliver to such Lender any other information reasonably requested by
      such
      Lender with respect to each Letter of Credit then outstanding.




35




(i)  The
      Borrower’s obligation to reimburse LC Disbursements hereunder shall be absolute,
      unconditional and irrevocable and shall be performed strictly in accordance
      with
      the terms of this Agreement under all circumstances whatsoever and irrespective
      of any of the following circumstances:




(i)  Any
      lack
      of validity or enforceability of any Letter of Credit or this
      Agreement;




(ii)  The
      existence of any claim, set-off, defense or other right which the Borrower
      or
      any Subsidiary or Affiliate of the Borrower may have at any time against a
      beneficiary or any transferee of any Letter of Credit (or any Persons or
      entities for whom any such beneficiary or transferee may be acting), any Lender
      (including the Issuing Bank) or any other Person, whether in connection with
      this Agreement or the Letter of Credit or any document related hereto or thereto
      or any unrelated transaction;




(iii)  Any
      draft
      or other document presented under a Letter of Credit proving to be forged,
      fraudulent or invalid in any respect or any statement therein being untrue
      or
      inaccurate in any respect;




(iv)  Payment
      by the Issuing Bank under a Letter of Credit against presentation of a draft
      or
      other document to the Issuing Bank that does not comply with the terms of such
      Letter of Credit;




(v)  Any
      other
      event or circumstance whatsoever, whether or not similar to any of the
      foregoing, that might, but for the provisions of this Section
      2.20 ,
      constitute a legal or equitable discharge of, or provide a right of setoff
      against, the Borrower’s obligations hereunder; or




(vi)  The
      existence of a Default or an Event of Default.




Neither
      the Administrative Agent, the Issuing Bank, the Lenders nor any Related Party
      of
      any of the foregoing shall have any liability or responsibility by reason of
      or
      in connection with the issuance or transfer of any Letter of Credit or any
      payment or failure to make any payment thereunder (irrespective of any of the
      circumstances referred to above), or any error, omission, interruption, loss
      or
      delay in transmission or delivery of any draft, notice or other communication
      under or relating to any Letter of Credit (including any document required
      to
      make a drawing thereunder), any error in interpretation of technical terms
      or
      any consequence arising from causes beyond the control of the Issuing Bank; provided ,
      that
      the foregoing shall not be construed to excuse the Issuing Bank from liability
      to the Borrower to the extent of any actual direct damages (as opposed to
      special, indirect (including claims for lost profits or other consequential
      damages), or punitive damages, claims in respect of which are hereby waived
      by
      the Borrower to the extent permitted by applicable law) suffered by the Borrower
      that are caused by the Issuing Bank’s failure to exercise due care when
      determining whether drafts or other documents presented under a Letter of Credit
      comply with the terms thereof. The parties hereto expressly agree, that in
      the
      absence of gross negligence or willful misconduct on the part of the Issuing
      Bank (as finally determined by a court of competent jurisdiction), the Issuing
      Bank shall be deemed to have exercised due care in each such determination.
      In
      furtherance of the foregoing and without limiting the generality thereof, the
      parties agree that, with respect to documents presented that appear on their
      face to be in substantial compliance with the terms of a Letter of Credit,
      the
      Issuing Bank may, in its sole discretion, either accept and make payment upon
      such documents without responsibility for further investigation, regardless
      of
      any notice or information to the contrary, or refuse to accept and make payment
      upon such documents if such documents are not in strict compliance with the
      terms of such Letter of Credit.


36





(j)  Unless
      otherwise expressly agreed by the Issuing Bank and the Borrower when a Letter
      of
      Credit is issued and subject to applicable laws, performance under Letters
      of
      Credit by the Issuing Bank, its correspondents, and the beneficiaries thereof
      will be governed by (i) either (x) the rules of the “International Standby
      Practices 1998” (ISP98) (or such later revision as may be published by the
      Institute of International Banking Law & Practice on any date any Letter of
      Credit may be issued) or (y) the rules of the “Uniform Customs and Practices for
      Documentary Credits” (1993 Revision), International Chamber of Commerce
      Publication No. 500 (or such later revision as may be published by the
      International Chamber of Commerce on any date any Letter of Credit may be
      issued) and (ii) to the extent not inconsistent therewith, the governing
      law of this Agreement set forth in Section
      10.5 .




**Section
      2.21.**  **Increase
      of Commitments; Additional Lenders** **.**




(a)  So
      long
      as no Event of Default has occurred and is continuing, from time to time after
      the Closing Date, the Borrower may, by written notice to the Administrative
      Agent (who shall promptly provide a copy of such notice to each Lender), propose
      to increase the Aggregate Senior Revolving Commitments to an amount not to
      exceed $175,000,000 (the amount of any such increase, the “ Additional
      Commitment Amount ”).
      At
      the election of the Borrower, if specified in such notice, each Lender shall
      have the right for a period of 15 Business Days following receipt of such
      notice, to elect by written notice to the Borrower and the Administrative Agent
      to increase its Senior Revolving Commitment by a principal amount equal to
      its
      Pro Rata Share of the Additional Commitment Amount. No Lender (or any successor
      thereto) shall have any obligation to increase its Senior Revolving Commitment
      or its other obligations under this Agreement and the other Loan Documents,
      and
      any decision by a Lender to increase its Senior Revolving Commitment shall
      be
      made in its sole discretion independently from any other Lender.




(b)  If
      the
      Borrower elected to not offer each Lender the right to elect to increase its
      Senior Revolving Commitment pursuant to subsection (a) of this Section
      2.21 ,
      or if
      any Lender shall not make such election, the Borrower may accept from any Lender
      or Lenders, on a non-pro rata basis, an increase in its or their Senior
      Revolving Commitment or may designate another bank or other financial
      institution that is not an existing Lender (an “ Additional
      Lender ”)
      to
      become a party to this Agreement and make a Senior Revolving Commitment, in
      each
      case if such Lender or Additional Lender at the time agrees to; provided , however ,
      that
      any new bank or financial institution must be acceptable to the Administrative
      Agent, which acceptance will not be unreasonably withheld or delayed. The sum
      of
      the increases in the Senior Revolving Commitments of the existing Lenders
      pursuant to subsection (a), if applicable, or this subsection (b) plus the
      Senior Revolving Commitments of the Additional Lenders shall not in the
      aggregate exceed the Additional Commitment Amount.




37




(c)  An
      increase in the aggregate amount of the Senior Revolving Commitments pursuant
      to
      this Section
      2.21 shall
      become effective upon the receipt by the Administrative Agent of an supplement
      or joinder in form and substance satisfactory to the Administrative Agent
      executed by the Borrower, by each Additional Lender and by each other Lender
      whose Senior Revolving Commitment is to be increased, setting forth the new
      Senior Revolving Commitments of such Lenders and setting forth the agreement
      of
      each Additional Lender to become a party to this Agreement and to be bound
      by
      all the terms and provisions hereof, together with Senior Revolving Notes
      evidencing such increase in the Senior Revolving Commitments, and such evidence
      of appropriate corporate authorization on the part of the Borrower with respect
      to the increase in the Senior Revolving Commitments and such opinions of counsel
      for the Borrower with respect to the increase in the Senior Revolving
      Commitments as the Administrative Agent may reasonably request.




(d)  Upon
      the
      acceptance of any such supplement or joinder by the Administrative Agent, the
      Senior Revolving Commitment Amount shall automatically be increased by the
      amount of the Senior Revolving Commitments added through such supplement or
      joinder and Schedule
      II shall
      automatically be deemed amended to reflect the Senior Revolving Commitments
      of
      all Lenders after giving effect to the addition of such Senior Revolving
      Commitments.




(e)  Upon
      any
      increase in the aggregate amount of the Senior Revolving Commitments pursuant
      to
      this Section
      2.21 that is
      not pro rata among all Lenders, (x) within five Business Days, in the case
      of
      any Base Rate Loans then outstanding, and at the end of the then current
      Interest Period with respect thereto, in the case of any Eurodollar Loans then
      outstanding, the Borrower shall prepay such Loans in their entirety and, to
      the
      extent the Borrower elects to do so and subject to the conditions specified
      in Article
      III ,
      the
      Borrower shall reborrow Loans from the Lenders in proportion to their respective
      Senior Revolving Commitments after giving effect to such increase, until such
      time as all outstanding Loans are held by the Lenders in proportion to their
      respective Commitments after giving effect to such increase and (y) effective
      upon such increase, the amount of the participations held by each Lender in
      each
      Letter of Credit then outstanding shall be adjusted automatically such that,
      after giving effect to such adjustments, the Lenders shall hold participations
      in each such Letter of Credit in proportion to their respective Senior Revolving
      Commitments.




**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
      2.21 ,
      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
      2.21 ,
      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 .


38




**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.




**ARTICLE
      III**




**CONDITIONS
      PRECEDENT TO LOANS AND LETTERS OF CREDIT**




**Section
      3.1.**  **Conditions
      To Effectiveness** .
      The
      obligations of the Lenders to make Loans and the obligation of the Issuing
      Bank
      to issue any Letter of Credit 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;


39




(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 Senior Revolving Note payable to each Lender;




(iii)  duly
      executed originals of each Control Agreement with respect to all deposit
      accounts, securities, securities entitlements, other financial assets held
      with
      any financial institution other than Agent or its affiliates.




(iv)  the
      duly
      executed Amended and Restated Security Agreement and reafffirmation with respect
      to the Guaranty Agreement, together with (A) UCC financing statements and other
      applicable documents under the laws of the jurisdictions with respect to the
      perfection of the Liens granted under the Security Agreement, as requested
      by
      the Administrative Agent in order to perfect such Liens, duly executed by the
      Borrower and the Subsidiary Guarantors, (B) copies of favorable UCC, tax,
      judgment and fixture lien search reports in all necessary or appropriate
      jurisdictions and under all legal and trade names of the Borrower and the
      Subsidiary Guarantors requested by the Lenders, indicating that there are no
      prior Liens on any of the Collateral other than Permitted Encumbrances, and
      (C)
      a Perfection Certificate duly completed and executed by the Borrower;




(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(c)(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;


40




(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)  certificates
      of insurance, in form and detail acceptable to the Administrative Agent,
      describing the types and amounts of insurance (property and liability) covering
      any of the tangible insurable Collateral maintained by the Loan Parties, in
      each
      case naming the Administrative Agent as additional insured;




(xi)  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;




(xii)  copies
      of
      the audited consolidated financial statements for the Borrower and its
      subsidiaries for the Fiscal Year ending December 31, 2005;




(xiii)  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;




(xiv)  duly
      executed Intercreditor Agreement; and




(xv)  duly
      executed copy of the Treasury 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 and
      of
      the Issuing Bank to issue, amend, renew or extend any Letter of Credit is
      subject to the satisfaction of the following conditions, at the time of and
      immediately after giving effect to such Borrowing or the issuance, amendment,
      renewal or extension of such Letter of Credit, as applicable:




(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 or the date of issuance, amendment, extension or renewal
      of such Letter of Credit, in each case before and after giving effect
      thereto;




41




(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 Senior Revolving Borrowing, the Asset Coverage Ratio
      is at
      least 2.40:1.00.




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




**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.


42




**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.




(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.


43




**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 or Letters of Credit 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.”




**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.


44




(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.




**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.




45




**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.




**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;


46




(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;




(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)  on
      or
      before August 15 of each year for the Fiscal Quarter ended June 30 of such
      year
      beginning with the Fiscal Quarter ended June 30, 2007, upon the request of
      Agent,  a
      valuation report of the Borrower’s and its Subsidiaries’ loan and securities
      portfolio, conducted by E3 Consulting or such other third party appraiser
      reasonably acceptable to Administrative Agent **** and
      the
      Required Lenders (such consent not to be unreasonably withheld or delayed)
      and
      demonstrating compliance with the Asset Coverage Ratio covenant set forth in Section
      6.1 ;




(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;


47




(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)  a
      report
      of a Responsible Officer of the Net Asset Value 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, promptly following such disposition to
      the
      extent that the Net Asset Value of such assets (to the extent not previously
      reported) exceeds $10,000,000 **.**




**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;




(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 .


48




**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 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.




**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.


49




**Section
      5.9.**  **Use
      of Proceeds and Letters of Credit** .
      The
      Borrower will use the proceeds of all Senior Revolving Loans for investments
      in
      loan portfolios and other similar investments 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. All Letters of Credit will be used for general corporate
      purposes.




**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 Security Agreement and to take all such further actions
      and execute all such further documents and instruments (including similar
      documents applicable to such Subsidiary required under Section
      3.1 )
      as may
      be necessary or, in the opinion of Administrative Agent, desirable to create
      in
      favor of Administrative Agent, for the benefit of Lenders, a valid and perfected
      first priority lien on all of the personal property assets of such Subsidiary
      described in the applicable forms of Security Documents. In addition, Borrower
      shall, or shall cause the Subsidiary that owns the Capital Stock of such Person,
      to execute and deliver to Administrative Agent a pledge agreement pledging
      the
      Capital Stock of such Person to the Administrative Agent and to deliver to
      Administrative Agent all certificates representing such Capital Stock of such
      Person (accompanied by irrevocable undated stock powers, duly endorsed in
      blank), all in form and substance satisfactory to the Administrative Agent
      in
      its sole discretion.




(b)  Upon
      the
      occurrence of a Triggering Event, Borrower shall promptly, but in any event
      within 10 days of such Triggering Event enter into a mortgage or deed of trust
      covering such overriding royalty interest in favor of the Administrative Agent
      and recorded in the real property records where such overriding royalty interest
      is located (the “Mortgaged Property”); provided , however ,
      such
      Loan Party shall not be obligated to enter into a mortgage or deed of trust
      in
      respect of any overriding interest that the Borrower has, by notice to the
      Administrative Agent, then excluded from the determination of Net Asset
      Value.




**Section
      5.12.**   **Compliance
      with Underwriting Policies** .
      The
      Borrower shall, and shall cause its Subsidiaries, to comply at all times with
      its Underwriting Policies.


50




**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.




**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;




51




(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 Treasury 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;


52




(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 security documents securing the Treasury
      Credit Agreement as in effect on the Closing Date.




**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.


53




**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 Treasury Credit
      Agreement.


54




**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.


55




**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 Agent a first priority security interest
      therein, excluding the Cash Collateral (as such term is defined in the Treasury
      Credit Agreement) plus (ii) the difference between (x) the Senior Revolving
      Commitment Amount minus (y) the Senior Revolving Credit ExposureFor 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




56




(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


57




(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, any Subsidiary Guarantor or the
      Borrower, as applicable, or any Subsidiary Guarantor or the Borrower shall
      so
      state in writing, any Subsidiary Guarantor or the Borrower shall seek to
      terminate any Security Document;




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 consent 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.


58





**ARTICLE
      IX**




**THE
      ADMINISTRATIVE AGENT**




**Section
      9.1.**  **Appointment
      of Administrative Agent** .
      ( a) 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.




(b)  The
      Issuing Bank shall act on behalf of the Lenders with respect to any Letters
      of
      Credit issued by it and the documents associated therewith until such time
      and
      except for so long as the Administrative Agent may agree at the request of
      the
      Required Lenders to act for the Issuing Bank with respect thereto; provided,
      that the Issuing Bank shall have all the benefits and immunities (i) provided
      to
      the Administrative Agent in this Article IX with respect to any acts taken
      or
      omissions suffered by the Issuing Bank in connection with Letters of Credit
      issued by it or proposed to be issued by it and the application and agreements
      for letters of credit pertaining to the Letters of Credit as fully as the term
      “Administrative Agent” as used in this Article IX included the Issuing Bank with
      respect to such acts or omissions and (ii) as additionally provided in this
      Agreement with respect to the Issuing Bank.




**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.


59




**Section
      9.3.**  **Lack
      of Reliance on the Administrative Agent** .
      Each of
      the Lenders and the Issuing Bank 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 and
      the
      Issuing Bank 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.


60






**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.




**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 and the Issuing Bank, 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.


61




**Section
      9.9.**  **Documentation
      Agent; Syndication Agent** .
      Each
      Lender hereby designates Raymond James Bank, FSB as Documentation Agent 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.




**ARTICLE
      X**




**MISCELLANEOUS**




**Section
      10.1.**  **Notices** **.**




(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 Company
              1221
                McKinney Street, Suite 2975
              Houston,
                TX 77010
              Attention:
                Richard Bernardy
              Telecopy
                Number: (713) 752-0063To
                the Administrative Agent:
            
            SunTrust
                Bank
              303
                Peachtree Street, N. E.
              Atlanta,
                Georgia 30308
              Attention:
                James Warren
              Telecopy
                Number: (404) 827-6270With
                a copy to:
            
            SunTrust
                Bank Agency Services
              303
                Peachtree Street, N. E./25th Floor
              Atlanta,
                Georgia 30308
              Attention:
                Ms. Doris Folsum
              Telecopy
                Number: (404) 658-4906; and
              
              King
                & Spalding LLP
              191
                Peachtree Street, NE
              Atlanta,
                Georgia 30303-1763
              Attention:
                Carolyn Z. Alford
              Telecopy
                Number: (404) 572-5100To
                the Issuing Bank:
            
            SunTrust
                Bank
              25
                Park Place, N. E./Mail Code 3706
              Atlanta,
                Georgia 30303
              Attention:
                John Conley
              Telecopy
                Number: (404) 588-8129To
                any other Lender:
            
            the
                address set forth in the Assignment and Acceptance executed by such
                Lender




62





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, the Issuing Bank shall not be effective until actually received by such
      Person at its address specified in this Section
      10.1 .




(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.




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




(a)  No
      failure or delay by the Administrative Agent, the Issuing Bank 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, the Issuing Bank 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 or the issuance of a Letter of Credit shall
      not
      be construed as a waiver of any Default or Event of Default, regardless of
      whether the Administrative Agent, any Lender or the Issuing Bank may have had
      notice or knowledge of such Default or Event of Default at the
      time.


63




(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 or the Issuing Bank 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), (ii) all reasonable out-of-pocket expenses
      incurred by the Issuing Bank in connection with the issuance, amendment, renewal
      or extension of any Letter of Credit or any demand for payment thereunder and
      (iii) all out-of-pocket costs and expenses (including, without limitation,
      the
      reasonable fees, charges and disbursements of outside counsel) incurred by
      the
      Administrative Agent, the Issuing Bank 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 or any Letters of Credit issued hereunder,
      including all such out-of-pocket expenses incurred during any workout,
      restructuring or negotiations in respect of such Loans or Letters of
      Credit.


64




(b)    The
      Borrower shall indemnify the Administrative Agent (and any sub-agent thereof),
      each Lender and the Issuing Bank, 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 Letter of Credit or the use or proposed use of the proceeds therefrom
      (including any refusal by the Issuing Bank to honor a demand for payment under
      a
      Letter of Credit if the documents presented in connection with such demand
      do
      not strictly comply with the terms of such Letter of Credit), (iii) any actual
      or 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.


65




(d)  To
      the
      extent that the Borrower fails to pay any amount required to be paid to the
      Administrative Agent or the Issuing Bank under clauses (a), (b) or (c) hereof,
      each Lender severally agrees to pay to the Administrative Agent or the Issuing
      Bank, as the case may be, 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 or the Issuing Bank 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 any Letter of Credit or the use of proceeds
      thereof.




(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


66





(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 Senior
      Revolving Credit Exposure outstanding thereunder) or, if the applicable
      Commitment is not then in effect, the principal outstanding balance of the
      Loans
      and Senior 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, Senior 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.





(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





(C)
      the
      consent of the Issuing Bank (such consent not to be unreasonably withheld or
      delayed) shall be required for any assignment that increases the obligation
      of
      the assignee to participate in exposure under one or more Letters of Credit
      (whether or not then outstanding).





(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.


67





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 Senior 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.




(d)
      Any
      Lender may at any time, without the consent of, or notice to, the Borrower,
      the
      Administrative Agent or the Issuing Bank 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, the Lenders, and Issuing Bank 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.


68





(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.





(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,
      the Issuing Bank 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.




69




(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 .




**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 and the Issuing Bank 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 and the Issuing Bank
      to or
      for the credit or the account of the Borrower against any and all Obligations
      held by such Lender or the Issuing Bank, as the case may be, irrespective of
      whether such Lender or the Issuing Bank shall have made demand hereunder and
      although such Obligations may be unmatured. Each Lender and the Issuing Bank
      agree promptly to notify the Administrative Agent and the Borrower after any
      such set-off and any application made by such Lender and the Issuing Bank,
      as
      the case may be; provided ,
      that
      the failure to give such notice shall not affect the validity of such set-off
      and application.


70




**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 and issuance of any Letters of Credit,
      regardless of any investigation made by any such other party or on its behalf
      and notwithstanding that the Administrative Agent, the Issuing Bank or any
      Lender may have had notice or knowledge of any Default or incorrect
      representation or warranty at the time any credit is extended hereunder, and
      shall continue in full force and effect as long as the principal of or any
      accrued interest on any Loan or any fee or any other amount payable under this
      Agreement is outstanding and unpaid or any Letter of Credit is outstanding
      and
      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 Letters of Credit and 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 and the issuance of the Letters of Credit.




**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, the Issuing Bank 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, the Issuing Bank 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, the Issuing Bank, 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.


71




**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.




**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.


72




(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.




(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.




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      of page left intentionally blank)*




73


**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/
              JOHN
              H. HOMIERJohn
                H. HomierPresident
                and Chief Executive Officer






[ **SIGNATURE
      PAGE TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT**]







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






[ **SIGNATURE
      PAGE TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT**]









**BRANCH
                BANKING & TRUST CO.**By:
            /s/
              CORY
              BOYTEName:
                Cory BoyteTitle:
                Senior Vice President







[ **SIGNATURE
      PAGE TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT**]







**RAYMOND
                JAMES BANK, FSB**By:
            /s/
              THOMASF.
              MACINAName:
                Thomas F. MacinaTitle:
                Senior Vice President







[ **SIGNATURE
      PAGE TO AMENDED AND RESTATED REVOLVING CREDIT
      AGREEMENT**]







**COMERICA
                BANK**By:
            /s/
              HUMAVADGAMAName:
                Huma VadgamaTitle:
                Vice President


[ **SIGNATURE
      PAGE TO AMENDED AND RESTATED REVOLVING CREDIT
      AGREEMENT**]





**AMEGY
                BANK National Association**By:
            /s/
              W.
              BRYAN
              CHAPMANName:
                W. Bryan ChapmanTitle: 
                Senior Vice President
                Energy
                  Lending




[ **SIGNATURE
      PAGE TO AMENDED AND RESTATED REVOLVING CREDIT
      AGREEMENT**]





**Schedule
      I**




**APPLICABLE
      MARGIN AND APPLICABLE PERCENTAGE**





**Senior
      Revolving Credit Facility**





Pricing
                Level
            
            Consolidated
                Total Debt Percentage
            
            Applicable
                Margin for Eurodollar Loans
            
            Applicable
                Margin for Base Rate Loans
            
            Applicable
                Percentage for Commitment FeeI
            
            Less
                than 10%
            
            1.25%
            
            0%
            
            0.20%II
            
            Less
                than 25% but greater than or equal to 10%
            
            1.75%
            
            0.25%
            
            0.30%III
            
            Less
                than 35% but greater than or equal to 25%
            
            2.00%
            
            0.50%
            
            0.375%IV
            
            Greater
                than or equal to 35%
            
            2.25%
            
            0.75%
            
            0.50%


Schedule
          I


**Schedule
      II**




**COMMITMENT
      AMOUNTS**





SunTrust
                Bank
            
            $25,000,000Branch
                Banking & Trust Co.
            
            $12,500,000Raymond
                James Bank, FSB
            
            $20,000,000Comerica
                Bank
            
            $12,500,000Amegy
                Bank National Association
            
            $10,000,000





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, LP
              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