EX-10.4






Exhibit 10.4




CONTRIBUTION AGREEMENT




THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of the 28th
day of August, 2009, by and among ALLIED CAPITAL CORPORATION, a Maryland corporation (the
“Borrower”), A.C. CORPORATION, a Delaware corporation, ALLIED CAPITAL HOLDINGS LLC, a
Delaware limited liability company, ALLIED CAPITAL REIT, INC., a Maryland corporation, ACGP I, LLC,
a Delaware limited liability company, ACKB LLC, a Delaware limited liability company, ACSM, LLC, a
Delaware limited liability company, AC FINANCE LLC, a Delaware limited liability company, A.C.
MANAGEMENT SERVICES, LLC, a Delaware limited liability company, ALLIED CAPITAL PROPERTY LLC, a
Delaware limited liability company, AMP ADMIN LLC, a Delaware limited liability company and ALLIED
ASSET HOLDINGS, LLC, a Delaware limited liability company (collectively, the “Guarantors”
and together with the Borrower, the “Allied Entities”).



WHEREAS, the Borrower has entered into a certain Amended, Restated and Consolidated Note
Agreement dated as of August 28, 2009 (as the same may be amended, modified, supplemented or
restated from time to time, the “Note Agreement”), with the noteholders party to such Note
Agreement;



WHEREAS, the Borrower has entered into that certain Amended and Restated Credit Agreement
dated as of August 28, 2009 (as the same may be amended, modified, supplemented or restated from
time to time, the “Credit Agreement”), with Bank of America, N.A., as a lender and as
administrative agent, and the other lenders party thereto from time to time;



WHEREAS, pursuant to the terms of those certain Continuing Guaranty Agreements, each dated as
of August   , 2009 (the “Guarantees”), the Guarantors agreed to guarantee the payment and
performance of the Borrower’s obligations under the Note Agreement and Credit Agreement, which
Guarantees are secured by the assets of each Guarantor (other than Allied Asset Holdings, LLC)
pursuant to that certain Pledge, Assignment and Security Agreement dated as of August 28, 2009 (as
the same may be amended, modified, supplemented or restated from time to time, the “Security
Agreement”);



WHEREAS, pursuant to and subject to the terms and conditions of that certain Intercreditor and
Collateral Agency Agreement dated as of August 28, 2009 (as the same may be amended, modified,
supplemented or restated from time to time, the “Intercreditor Agreement”), U.S. Bank,
National Association (the “Collateral Agent”) was appointed as collateral agent to act as
agent for the benefit of the Secured Parties (as defined in the Intercreditor Agreement); and



WHEREAS, in connection with the execution and delivery of the Note Agreement, the Credit
Agreement and the Guarantees, the Borrower and the Guarantors desire to confirm their understanding
regarding each of their contribution rights and obligations in connection with the satisfaction of
obligations under the Credit Agreement, the Note Agreement, the Guarantees and/or the Security
Agreement.



NOW, THEREFORE, in consideration of the terms and conditions hereinafter set forth, and other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:



1. Definitions. All capitalized terms used herein and not otherwise defined herein
shall have the meanings given such terms in the Intercreditor Agreement.



2. Right of Contribution. The Borrower and Guarantors acknowledge and agree that, on
and after the date hereof, each Guarantor shall be entitled to contribution from the Borrower
and/or each other Guarantor to the extent that such Guarantor repays, or its assets are applied to
satisfy, any Senior Secured Obligations in an amount in excess of the sum of (a)  such Guarantor’s
actual borrowings under the Note Agreement and/or the Credit Agreement, and (b) accrued interest,
attorneys’ fees and charges allocable to such borrowings. Any Guarantor (herein the “Demanding
Party”) electing to seek contribution from all or any of the Borrower and/or another Guarantor
(herein the “Contributing Party(s)”) pursuant to this Section 2 shall provide
written demand therefor to such Contributing Party(s), a copy of which demand shall be
simultaneously provided to the Collateral Agent. Such demand shall set forth (i) the amount of the
Senior Secured Obligations repaid by the Demanding Party, (ii) the amount of such Senior Secured
Obligations allocable to the Demanding Party, (iii) the contribution amount due from the
Contributing Party pursuant to this Section 2, and (iv) the date on which such contribution
amount is due and payable from the Contributing Party, which date shall be not less than thirty
(30) days from the date of such demand. Any Contributing Party making a contribution payment
pursuant to this Section 2 shall provide written notice of such payment to the Collateral
Agent and each of the other parties hereto at least one (1) Business Day prior to making such
payment.



3. Additional Actions and Documents. Each of the parties hereto hereby agrees to take
or cause to be taken such further actions, to execute, deliver and file or cause to be executed,
delivered and filed such further documents and instruments as may be necessary in order to fully
effectuate the purposes, terms and conditions of this Agreement.



4. Amendment. This Agreement shall not be amended, altered or modified except by an
instrument in writing duly executed by the parties hereto and the Collateral Agent.



5. Assignment. This Agreement shall not be assignable by any party hereto without the
prior written consent of the other parties hereto and the Collateral Agent.



6. Limitation on Benefits of this Agreement. It is the explicit intention of the
parties hereto that no person or entity other than the parties hereto is or shall be entitled to
bring any action to enforce any provision of this Agreement against any of the parties hereto. The
covenants, undertakings and agreements set forth in this Agreement shall be solely for the benefit
of the parties hereto (or their respective successors and assigns as permitted hereunder), except
that no modification or amendment of this Agreement shall be effective without the prior written
consent of the Collateral Agent, and the Collateral Agent shall be a beneficiary hereunder and
under any such modification or amendment.



7. Counterparts. To facilitate execution, this Agreement may be executed by facsimile
or pdf and in as many counterparts as may be required. It shall not be necessary that the
signature of or on behalf of each party appears on each counterpart, but it shall be sufficient
that the signature of or on behalf of each party appears on one or more counterparts. All
counterparts shall collectively constitute a single agreement. It shall not be necessary in any
proof of this Agreement to produce or account for more than a number of counterparts containing the
respective signatures of or on behalf of all of the parties. Each party hereto agrees to be bound
by its facsimile or pdf signature.



8. Notices. All notices or other notifications given or made pursuant to this
Agreement shall be made in accordance with the terms of the Intercreditor Agreement.



9. No Limitation of Rights. Nothing in this Agreement shall be deemed to limit or
otherwise impair the rights of contribution or recovery by any Guarantor from the Borrower or any
other Guarantor provided under common law.



10. Term and Termination. This Agreement shall remain in full force and effect for so
long as any Senior Secured Obligations shall remain outstanding. This Agreement shall
automatically terminate without further action by any party hereto upon full and complete
satisfaction of the Senior Secured Obligations.



11. Entire Agreement. This Agreement constitutes the entire agreement among the
parties hereto with respect to the subject matter hereof, and supersedes all prior oral or written
agreements, commitments or understandings with respect to the matters provided for herein.



12. Joinder of New Guarantor. Any future Guarantor which is joined as a “Guarantor”
party to the Guarantees shall execute and deliver to the Collateral Agent a joinder agreement
pursuant to which such new “Guarantor” shall join in and become a party to this Agreement and agree
to comply with and be bound by the terms and conditions of this Agreement.



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



BORROWER:



ALLIED CAPITAL CORPORATION., a



Maryland corporation



	 	 	 
	By:

	 	/s/ Penni F. Roll
	
 
	 	 
	Name:

Title:

	 	Penni F. Roll

Chief Financial Officer






GUARANTORS:



A.C. CORPORATION, a Delaware corporation



	 	 	 
	By:

	 	/s/ Penni F. Roll
	
 
	 	 
	Name:

Title:

	 	Penni F. Roll

Chief Financial Officer







	 	 	ALLIED CAPITAL HOLDINGS LLC, a Delaware






limited liability company



By: Allied Capital Corporation, its sole member



By: /s/ Penni F. Roll

Name: Penni F. Roll

Title: Chief Financial Officer




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ALLIED CAPITAL REIT, INC., a Maryland



Corporation



	 	 	 
	By:

	 	/s/ Penni F. Roll
	
 
	 	 
	Name:

Title:

	 	Penni F. Roll

Chief Financial Officer






ACGP I, LLC, a Delaware limited liability company



	 	 	 
	By:
	 	A.C. Corporation, its sole member

	 	 	By: /s/ Penni F. Roll

	 	 	 

	 	 	Name: Penni F. Roll

Title: Chief Financial Officer







ACKB LLC, a Delaware limited liability company



	 	 	 
	By:
	 	A.C. Corporation, its sole member

	 	 	By: /s/ Penni F. Roll

	 	 	 

	 	 	Name: Penni F. Roll

Title: Chief Financial Officer







ACSM, LLC, a Delaware limited liability company



	 	 	 
	By:
	 	A.C. Corporation, its sole member

	 	 	By: /s/ Penni F. Roll

	 	 	 

	 	 	Name: Penni F. Roll

Title: Chief Financial Officer







AC FINANCE LLC, a Delaware limited liability



company



	 	 	 
	By:
	 	A.C. Corporation, its sole member

	 	 	By: /s/ Penni F. Roll

	 	 	 

	 	 	Name: Penni F. Roll

Title: Chief Financial Officer







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A.C. MANAGEMENT SERVICES, LLC, a



Delaware limited liability company



	 	 	 
	By:
	 	A.C. Corporation, its sole member

	 	 	By: /s/ Penni F. Roll

	 	 	 

	 	 	Name: Penni F. Roll

Title: Chief Financial Officer







ALLIED CAPITAL PROPERTY LLC, a Delaware



limited liability company



	 	 	 
	By:
	 	Allied Capital REIT, Inc., its sole member

	 	 	By: /s/ Penni F. Roll

	 	 	 

	 	 	Name: Penni F. Roll

Title: Chief Financial Officer







AMP ADMIN LLC, a Delaware limited liability



company



	 	 	 
	By:
	 	A.C. Corporation, its sole member

	 	 	By: /s/ Penni F. Roll

	 	 	 

	 	 	Name: Penni F. Roll

Title: Chief Financial Officer







ALLIED ASSET HOLDINGS, LLC, a Delaware



limited liability company



By: Allied Capital Corporation, its sole member



By: /s/ Penni F. Roll

Name: Penni F. Roll

Title: Chief Financial Officer





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