EX-10.6






Exhibit 10.6




CONTINUING GUARANTY AGREEMENT




This CONTINUING GUARANTY AGREEMENT (the “Guaranty”) is made and entered into as of the 28th
day of August, 2009, by the undersigned Guarantor (whether one or more the “Guarantor”, and if more
than one jointly and severally), in favor of U.S. BANK, NATIONAL ASSOCIATION, in its capacity as
collateral agent (together with its permitted successors and assigns, the “Collateral Agent”)
pursuant to the Intercreditor Agreement (as hereafter defined), for the benefit of the Secured
Parties (as defined in the Intercreditor Agreement). Unless otherwise indicated herein, all terms
used with their initial letter capitalized are used herein with their meaning as defined in the
Intercreditor Agreement.



RECITALS:





	 	A.	 	The Guarantor is an Affiliate of Allied Capital Corporation, a Maryland corporation
(the “Borrower”).






	 	B.	 	The Borrower has entered into the Bank Credit Agreement and the Note Agreement, and
pursuant to the requirements of such documents, (i) the Borrower and certain of its
subsidiaries (other than the Guarantor hereunder) have granted (or concurrently herewith
are granting) liens and security interests on certain of their respective assets to secure
the Senior Secured Obligations and (ii) the Borrower is required to cause the Guarantor to
execute and deliver this Guaranty to the Collateral Agent (for the ratable benefit of the
Secured Parties).






	 	C.	 	Pursuant to and subject to the terms 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”) among
Collateral Agent, the Administrative Agent (on behalf of itself and each of the Lenders),
and the Noteholders, and acknowledged by the Borrower, the Guarantor, and the other
guarantors of the Senior Secured Obligations, the Secured Parties (i) appointed Collateral
Agent to act as agent for the benefit of the Secured Parties with respect to this Guaranty
and the collateral pledged by the Borrower and certain of its subsidiaries and (ii)
authorized and directed Collateral Agent to execute this Guaranty and perform the duties
and obligations delegated to it pursuant to the terms of the Intercreditor Agreement.






	 	D.	 	The Borrower understands that the execution and delivery of this Guaranty is a
requirement of the Bank Credit Agreement and the Note Agreement.






	 	E.	 	In the Guarantor’s judgment, the value of the consideration received under the
Financing Documents, together with its contribution rights from the Borrower and any other
guarantor of the Guaranteed Obligations (as hereafter defined), is reasonably worth at
least as much as its liabilities and obligations under this Guaranty, and such liability
and obligation may reasonably be expected to benefit the Guarantor directly or indirectly.






NOW, THEREFORE, FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in
consideration of credit and/or financial accommodation heretofore or hereafter from time to time
made or granted to the Borrower under the Financing Documents, the Guarantor hereby furnishes
its guaranty of the Guaranteed Obligations in favor of Collateral Agent (for the benefit of the
Secured Parties), as follows:



1. Guaranty. The Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of
payment and performance and not merely as a guaranty of collection, prompt payment when due,
whether at stated maturity, by required prepayment, upon acceleration, demand, or otherwise, and at
all times thereafter, of any and all of the Senior Secured Obligations, whether now existing or
hereafter arising of every kind, nature and character, direct or indirect, absolute or contingent,
liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums,
fees, indemnities, damages, costs, expenses, or otherwise (including all renewals, extensions,
amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and
expenses incurred by the Secured Parties in connection with the collection or enforcement thereof),
and whether recovery upon such indebtedness and liabilities may be or hereafter become
unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by
or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code),
any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the
benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or
similar debtor relief laws of the United States or other applicable jurisdictions from time to time
in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and
including interest that accrues after the commencement by or against the Borrower of any proceeding
under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Collateral Agent’s
and each of the other Secured Party’s books and records showing the amount of the Guaranteed
Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon
the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed
Obligations, absent manifest error. This Guaranty shall not be affected by the genuineness,
validity, regularity, or enforceability of the Guaranteed Obligations or any instrument or
agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability,
perfection, non-perfection, or extent of any collateral therefor, or by any fact or circumstance
relating to the Guaranteed Obligations which might otherwise constitute a defense to the
obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any
defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.
Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor
hereunder at any time shall be limited to an aggregate amount equal to the largest amount that
would not render its obligations hereunder subject to avoidance as a fraudulent transfer or
conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any
comparable provisions of any similar federal or state law.



2. No Setoff or Deductions; Taxes; Payments. The Guarantor represents and warrants that it is
organized and resident in the United States of America. The Guarantor shall make all payments
hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes,
levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions,
or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political
subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law
to make such deduction or withholding. If any such obligation (other than one arising with respect
to franchises taxes or taxes based on or measured by the income or profits of the Secured Parties)
is imposed upon the Guarantor with respect to any amount payable by it hereunder, the Guarantor
will pay to the Collateral Agent (for the benefit of the Secured Parties), on the date on which
such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be
necessary to enable the Secured Parties to receive the same net amount which the Secured Parties
would have received on such due date had no such obligation been imposed upon the Guarantor. The
Guarantor will deliver promptly to the Collateral Agent certificates or other valid vouchers for
all taxes or other charges deducted from or paid with respect to payments made by the Guarantor
hereunder. The obligations of the Guarantor under this paragraph shall survive the payment in full
of the Guaranteed Obligations and termination of this Guaranty.



3. Rights of Collateral Agent. The Guarantor consents and agrees that the Collateral Agent,
or the Secured Parties may, at any time and from time to time, without notice (except as provided
in Section 4 below) or demand, and without affecting the enforceability or continuing effectiveness
hereof: (a) amend, extend, renew, compromise, discharge, accelerate or otherwise change the time
for payment or the terms of the Guaranteed Obligations or any part thereof; (b) take, hold,
exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any security for
the payment of this Guaranty or any Guaranteed Obligations; (c) apply such security and direct the
order or manner of sale thereof as the Collateral Agent and Secured Parties may determine; and (d)
release or substitute one or more of any endorsers or other guarantors of any of the Senior Secured
Obligations. Without limiting the generality of the foregoing but subject to any applicable
provisions of the other Financing Documents, the Guarantor consents to the taking of, or failure to
take, any action which might in any manner or to any extent vary the risks of the Guarantor under
this Guaranty or which, but for this provision, might operate as a discharge of the Guarantor.



4. Certain Waivers. The Guarantor waives (a) any defense arising by reason of any disability
or other defense (other than the defense that the Senior Secured Obligations shall have been fully
and finally performed and paid in full in cash, to the extent of any such payment) of the Borrower,
any subsidiary of the Borrower, or any other guarantor of any of the Senior Secured Obligations, or
the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the
liability of the Borrower; (b) any defense based on any claim that the Guarantor’s obligations
exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of
limitations affecting the Guarantor’s liability hereunder; (d) any right to require the Collateral
Agent to proceed against the Borrower, proceed against or exhaust any security for the Guaranteed
Obligations, or pursue any other remedy in the Collateral Agent’s power whatsoever; (e) any benefit
of and any right to participate in any security now or hereafter held by the Collateral Agent on
behalf of the Secured Parties; and (f) to the fullest extent permitted by law, any and all other
defenses or benefits that may be derived from or afforded by applicable law limiting the liability
of or exonerating guarantors or sureties. The Guarantor expressly waives all setoffs and
counterclaims and all presentments, demands for payment or performance, notices of nonpayment or
nonperformance, protests, notices of protest, notices of dishonor, and all other notices or demands
of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of
acceptance of this Guaranty or of the existence, creation, or incurrence of new or additional
Guaranteed Obligations. Notwithstanding the foregoing, nothing set forth herein shall alter or
modify such Guarantor’s right to receive notice of any matter under any of the other Financing
Documents.



5. Obligations Independent. The obligations of the Guarantor hereunder are those of primary
obligor, and not merely as surety, and are independent of the Guaranteed Obligations and the
obligations of any other guarantor, and a separate action may be brought against the Guarantor to
enforce this Guaranty whether or not the Borrower or any other guarantor or any other person or
entity is joined as a party. The Guarantor hereby agrees that it is directly, jointly and
severally with any other guarantor of the Guaranteed Obligations, liable to Collateral Agent, for
the benefit of the Secured Parties. The Guarantor hereby agrees that its liability hereunder shall
be immediate and shall not be contingent upon the exercise or enforcement by the Collateral Agent
or any Secured Party of any remedies they may have against the Borrower or any other guarantor, or
the enforcement of any lien or realization upon any security by the Collateral Agent or any Secured
Party. The Guarantor consents and agrees that neither the Collateral Agent nor any Secured Party
shall be under any obligation to marshal any property or assets of Borrower or any other guarantor
in favor of Guarantor, or against or in payment of any or all of the Guaranteed Obligations.



6. Subrogation. The Guarantor shall not exercise any right of subrogation, contribution,
indemnity, reimbursement, or similar rights with respect to any payments it makes under this
Guaranty until all of the Guaranteed Obligations and any amounts payable under this Guaranty have
been performed and paid in full in cash and any commitments of the Secured Parties or facilities
provided by the Secured Parties with respect to the Guaranteed Obligations are terminated. If any
amounts are paid to the Guarantor in violation of the foregoing limitation, then such amounts shall
be held in trust for the benefit of the Collateral Agent and the Secured Parties and shall
forthwith be paid to the Collateral Agent (for the benefit of the Secured Parties) to reduce the
amount of the Guaranteed Obligations, whether matured or unmatured.



7. Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all
Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until 91
days following the date upon which all Guaranteed Obligations and any other amounts payable under
this Guaranty are paid in full in cash and any commitments of the Secured Parties or facilities
provided by the Secured Parties with respect to the Guaranteed Obligations are terminated and any
Letters of Credit outstanding at such time shall have been cash collateralized in an amount equal
to 100% of the Letter of Credit Undrawn Amount on terms reasonably satisfactory to the
Administrative Agent. Notwithstanding the foregoing, this Guaranty shall continue in full force
and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower, the
Guarantor or any other guarantor of any of the Senior Secured Obligations is made, or any Secured
Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or
the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be
fraudulent or preferential, set aside or required (including pursuant to any settlement entered
into by the Secured Parties in their discretion) to be repaid to a trustee, receiver, or any other
party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such
payment had not been made or such setoff had not occurred and whether or not the Secured Parties
are in possession of or have released this Guaranty and regardless of any prior revocation,
rescission, termination, or reduction. The obligations of the Guarantor under this paragraph shall
survive termination of this Guaranty.



8. Subordination. The Guarantor hereby subordinates the payment of all obligations and
indebtedness of the Borrower and any other guarantor of the Senior Secured Obligations owing to the
Guarantor, whether now existing or hereafter arising, including, but not limited to, any obligation
of the Borrower to the Guarantor as subrogee of the Collateral Agent or resulting from the
Guarantor’s performance under this Guaranty, to the payment in full in cash of all Guaranteed
Obligations. If the Collateral Agent so requests, any such obligation or indebtedness of the
Borrower or any other guarantor of the Senior Secured Obligations to the Guarantor shall be
enforced and performance received by the Guarantor as trustee for the Collateral Agent and the
proceeds thereof shall be paid over to the Collateral Agent on account of the Guaranteed
Obligations, but without reducing or affecting in any manner the liability of the Guarantor under
this Guaranty.



9. Stay of Acceleration. In the event that acceleration of the time for payment of any of the
Guaranteed Obligations is stayed, in connection with any case commenced by or against the Guarantor
or any other guarantor of any of the Senior Secured Obligations or the Borrower under any Debtor
Relief Laws, or otherwise, all such amounts shall nonetheless be payable by the Guarantor
immediately upon demand by the Collateral Agent.



10. Expenses. The Guarantor shall pay on demand all out-of-pocket expenses (including
reasonable attorneys’ fees and expenses) in any way relating to the enforcement or protection of
the rights of the Collateral Agent or Secured Parties under this Guaranty or in respect of the
Guaranteed Obligations, including any incurred during any “workout” or restructuring in respect of
the Guaranteed Obligations and any incurred in the preservation, protection, or enforcement of any
rights of the Collateral Agent in any proceeding under any Debtor Relief Laws. The obligations of
the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations
and termination of this Guaranty.



11. Miscellaneous. No provision of this Guaranty may be waived, amended, supplemented, or
modified, except by a written instrument executed by (a) the party against whom enforcement of such
waiver, amendment, supplement, or modification would be sought, and (b) the Collateral Agent. No
failure by the Collateral Agent to exercise, and no delay in exercising, any right, remedy, or
power hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any
right, remedy, or power hereunder preclude any other or further exercise thereof or the exercise of
any other right, power or remedy. The remedies herein provided are cumulative and not exclusive of
any remedies provided by law or in equity. The unenforceability or invalidity of any provision of
this Guaranty shall not affect the enforceability or validity of any other provision herein.
Unless otherwise agreed by the Collateral Agent and the Guarantor in writing, this Guaranty is not
intended to supersede or otherwise affect any other guaranty now or hereafter given by the
Guarantor for the benefit of the Secured Parties or any term or provision thereof.



12. Condition of the Borrower and any Other Guarantors. The Guarantor acknowledges and agrees
that it has the sole responsibility for, and has adequate means of, obtaining from the Borrower and
any other guarantor of any of the Senior Secured Obligations such information concerning the
financial condition, business, and operations of the Borrower and any other guarantor of any of the
Senior Secured Obligations as the Guarantor requires, and that the Collateral Agent has no duty,
and the Guarantor is not relying on the Collateral Agent at any time, to disclose to the Guarantor
any information relating to the business, operations, or financial condition of the Borrower or any
other guarantor of any of the Senior Secured Obligations (the Guarantor waiving any duty on the
part of the Collateral Agent to disclose such information and any defense relating to the failure
to provide the same, without limiting such rights of the Guarantor, if any, under the Security
Agreement).



13. Setoff. If and to the extent any payment is not made when due hereunder, the Collateral
Agent may setoff and charge from time to time any amount so due against any or all of the
Guarantor’s accounts or deposits with the Collateral Agent.



14. Representations and Warranties. The Guarantor represents and warrants that (a) it is duly
organized and in good standing under the laws of the jurisdiction of its organization and has full
capacity and right to make and perform this Guaranty, and all necessary authority has been
obtained; (b) this Guaranty constitutes its legal, valid, and binding obligation enforceable in
accordance with its terms, subject to applicable bankruptcy, creditor’s rights and similar laws
affecting the rights and remedies of creditors generally; (c) to Guarantor’s Knowledge (as defined
in Schedule I), the making and performance of this Guaranty does not and will not (i) violate the
provisions of any law or regulation applicable to Guarantor and (ii) result in any breach of,
conflict with or default under, any material indenture, instrument or agreement to which Guarantor
is a party or is subject, which, in each case, could reasonably be expected to have a Material
Adverse Effect (as defined in Schedule I); and (d) to Guarantor’s Knowledge, after reasonable
inquiry, all consents, approvals, licenses and authorizations of, and filings and registrations
with, any governmental authority required under applicable law and regulations for the making and
performance of this Guaranty have been obtained or made and are in full force and effect.



15. Indemnification and Survival. Without limitation on any other obligations of the
Guarantor or remedies of the Collateral Agent under this Guaranty, the Guarantor shall, jointly and
severally with any other guarantor of the Guaranteed Obligations, to the fullest extent permitted
by law, indemnify, defend, and hold harmless the Collateral Agent and Secured Parties from and
against, and shall pay within ten days of demand thereof, any and all actual damages, losses,
liabilities, and expenses (including reasonable attorneys’ fees and expenses) that may be actually
suffered or incurred by the Collateral Agent or any Secured Party in connection with or as a result
of any failure of any Guaranteed Obligations to be the legal, valid, and binding obligations of the
Borrower enforceable against the Borrower in accordance with their terms or any failure of the
obligations of any other guarantor of any of the Senior Secured Obligations under its respective
guaranty agreement to be the legal, valid, and binding obligations of such other guarantor in
accordance with their terms; except to the extent that any such damages, losses, liabilities, and
expenses, directly result from the gross negligence or willful misconduct of the Collateral Agent
or any Secured Party. The obligations of the Guarantor under this paragraph shall survive the
payment in full of the Guaranteed Obligations and termination of this Guaranty.



16. GOVERNING LAW; ASSIGNMENT; JURISDICTION; NOTICES. THIS GUARANTY SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. This Guaranty shall (a)
bind the Guarantor and its successors and assigns, provided that the Guarantor may not assign its
rights or obligations under this Guaranty without the prior written consent of the Collateral Agent
(and any attempted assignment without such consent shall be void), and (b) inure to the benefit of
the Collateral Agent (for the benefit of the Secured Parties), and their respective successors and
assigns, and the Secured Parties may, without notice to the Guarantor and without affecting the
Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed
Obligations and this Guaranty, in whole or in part. The Guarantor hereby irrevocably (i) submits
to the non-exclusive jurisdiction of any United States Federal or State court sitting in the state
of New York in any action or proceeding arising out of or relating to this Guaranty, and (ii)
waives to the fullest extent permitted by law any defense asserting an inconvenient forum in
connection therewith. Service of process by the Collateral Agent in connection with such action or
proceeding shall be binding on the Guarantor if sent to the Guarantor by registered or certified
mail at its address specified below or such other address as from time to time notified by the
Guarantor. Subject to the confidentiality provisions set forth in the Intercreditor Agreement, the
Guarantor agrees that the Collateral Agent may disclose to any assignee of or participant in, or
any prospective assignee of or participant in, any of its rights or obligations of all or part of
the Guaranteed Obligations any and all information in the Collateral Agent’s possession concerning
the Guarantor, this Guaranty, and any security for this Guaranty. All notices and other
communications to the Guarantor under this Guaranty shall be in writing and shall be delivered by
hand or overnight courier service, mailed by certified or registered mail, or sent by telecopier to
the Guarantor at its address set forth below or at such other address in the United States as may
be specified by the Guarantor in a written notice delivered to the Collateral Agent at such office
as the Collateral Agent may designate for such purpose from time to time in a written notice to the
Guarantor.



17. WAIVER OF JURY TRIAL; FINAL AGREEMENT. TO THE EXTENT ALLOWED BY APPLICABLE LAW, THE
GUARANTOR AND THE COLLATERAL AGENT EACH IRREVOCABLY WAIVES TRIAL BY JURY WITH RESPECT TO ANY
ACTION, CLAIM, SUIT OR PROCEEDING ON, ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE GUARANTEED
OBLIGATIONS. THIS GUARANTY REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.



18. Severability of Provisions. Each provision of this Guaranty shall be severable from every
other provision of this Guaranty for the purpose of determining the legal enforceability of any
specific provision.



19. Counterparts. This Guaranty may be executed in a number of counterparts, each of which
shall be deemed an original for all purposes and all of which constitute, collectively, one
agreement; but, in making proof of this Guaranty, it shall not be necessary to produce or account
for more than one such counterpart. Any signature delivered by facsimile or electronic mail shall
be deemed to be an original signature hereto and shall be admissible into evidence for all
purposes. This Guaranty may be executed by more than one Guarantor.



[Remainder of Page Intentionally Blank.

Signature Page to Follow.]




IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be executed and delivered by its
dully authorized officer as of the date first written above.




ALLIED ASSET HOLDINGS, LLC




By: Allied Capital Corporation, its sole member




By: /s/ Penni F. Roll

Name: Penni F. Roll

Title: Chief Financial Officer





	 	 	 	Address: c/o Allied Capital Corporation






1919 Pennsylvania Avenue, N.W.


Washington, DC 20006-3434


Attention: Penni F. Roll, Chief Financial
Officer


Telephone/Telecopy: (202) 721-6192