Exhibit 10.40


 


THIRD AMENDMENT TO
CREDIT AGREEMENT


 


This Third Amendment to Credit Agreement (the “Amendment”) is made as of October 23, 2007 among the
undersigned, Smart Business Advisory and Consulting, LLC a Delaware limited
liability company (the “Borrower”),
Smart Business Holdings, Inc., a Delaware corporation (the “Parent”), Bank of Montreal (“BMO”),
individually and as Administrative Agent (BMO being referred to herein in such
capacity as the “Administrative Agent”), and the
other Lenders currently party to the Credit Agreement (together with BMO,
collectively referred to herein as the “Lenders”).


 


PRELIMINARY STATEMENTS


 


A.                                   The Borrower, the Parent, the
Administrative Agent and the Lenders entered into a Credit Agreement dated as
of May 15, 2007 (as heretofore amended, the “Credit
Agreement”).  All capitalized
terms used herein without definition shall have the same meanings herein as
such terms have in the Credit Agreement.


 


B.                                      The Borrower has requested that the
Lenders amend certain provisions to the Credit Agreement and the Lenders are
willing to do so under the terms and conditions set forth in this Amendment.


 


NOW, THEREFORE, for good and valuable consideration,
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:


 


SECTION 1.                                          WAIVER.


 


Section 1.01.                    As set forth in the Compliance Certificate delivered
to the Administrative Agent on August 14, 2007  for
the period ended June 30, 2007, the Borrower is in default under Section 8.22(a) (Total
Leverage Ratio), 8.22(b) (Fixed Charge Coverage Ratio) and 8.22(c) (Minimum
Adjusted EBITDA) of the Credit Agreement, in each case as of June 30,
2007; in addition, the Parent intends to prepay the Parent Subordinated Note
issued to John K. Schultz (collectively, the “Existing
Defaults”).


 


The Borrower has requested that the Lenders waive the
Existing Defaults. Accordingly, subject to the satisfaction of the conditions
precedent set forth in Section 3 below, the Administrative Agent and the
Lenders hereby waive the Existing Defaults solely with respect to the period
ended June 30, 2007.


 


Section 1.02.                    The Parent and the Borrower acknowledge and agree that
the Lenders shall not be obligated in the future to waive any provision of the
Credit Agreement or the other Loan Documents as a result of having provided the
waiver contained herein.


 

















 


SECTION 2.                                          AMENDMENT.


 


Subject to satisfaction
of the conditions precedent set forth in Section 3 hereof, the Credit
Agreement is hereby amended as follows:


 


Section 2.01.                    The table appearing in the defined term “Applicable Margin” is hereby amended in its entirety and as
so amended shall be restated to read as follows:


 


	
  LEVEL

  	
   

  	
  TOTAL
  FUNDED

  DEBT/EBITDA RATIO FOR

  SUCH PRICING DATE

  	
   

  	
  APPLICABLE
  MARGIN FOR

  BASE RATE LOANS UNDER

  REVOLVING CREDIT AND

  TERM B CREDIT AND

  REIMBURSEMENT

  OBLIGATIONS SHALL BE:

  	
   

  	
  APPLICABLE
  MARGIN FOR

  EURODOLLAR LOANS

  UNDER REVOLVING CREDIT

  AND TERM B CREDIT AND

  LETTER OF CREDIT FEE

  SHALL BE:

  	
   

  	
  APPLICABLE
  MARGIN FOR

  COMMITMENT FEE SHALL

  BE:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  III

  	
   

  	
  Greater than or equal to
  4.00

  	
   

  	
  3.00

  	
  %

  	
  4.50

  	
  %

  	
  0.75

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  II

  	
   

  	
  Less than 4.00 to 1.0,
  but greater than or equal to 3.50 to 1.0

  	
   

  	
  2.50

  	
  %

  	
  4.00

  	
  %

  	
  0.50

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  I

  	
   

  	
  Less than 3.50 to 1.0

  	
   

  	
  2.00

  	
  %

  	
  3.50

  	
  %

  	
  0.50

  	
  %

  



 


Section 2.02.                    The reference to the date “June 30,
2007” appearing in the defined term “Applicable
Margin” of Section 5.1 of the Credit Agreement is hereby
amended to refer to “September 30, 2008.”


 


Section 2.03.                    The defined term “EBITDA”
appearing in Section 5.1 of the Credit Agreement is hereby amended in its
entirety and as so amended shall read as follows:


 


“EBITDA” means, with reference to any period (each, a “Test Period”), Net Income for such Test Period plus the sum of all amounts deducted in arriving at such Net
Income amount in respect of (a) Interest Expense for such Test Period, (b) Tax
Distributions made during such Test period to the extent permitted by Section 8.12(d) hereof,
(c) depreciation of fixed assets and amortization of intangible assets for
such Test Period, (d) Management Fees to the extent permitted by Section 8.12(b) hereof
paid during such Test Period hereof, (e) with respect to any Test Period
ended prior to March 31, 2008, the amounts set forth on Schedule 5.1
with respect to each fiscal quarter occurring during such Test Period, (f) with
respect to any Test Period ended prior to June 30, 2007, non-capitalized
expenses related to the Loan Documents or the Initial Acquisition Agreement or
related agreements in an aggregate amount not to exceed $3,000,000, (g) amounts
constituting Restricted Cash to the extent used during such period to satisfy
Assumed Liabilities (to the extent the


 


2

















 


Borrower or the Parent received a purchase price
reduction, offset or adjustment for the assumption of such Assumed Liabilities)
provided that the aggregate amount of such payments added back to EBITDA
pursuant to this clause (g) shall not exceed $6,000,000 during the
term of this Agreement, (h) with respect to any Test Period which includes
any calendar month from and including July, 2007 to and including December,
2007, non-recurring severance expenses incurred during such Test Period in an
aggregate amount not to exceed $1,500,000 (provided that the adjustment set
forth in this clause (h) shall amortize as such expense is paid out during
such period as verified by the Administrative Agent) and (i) other pro
forma adjustments for such Test Period proposed by the Borrower and reasonably
acceptable to the Administrative Agent. 
EBITDA shall be calculated on a pro forma basis in accordance with GAAP
to give effect to any Permitted Acquisition consummated at any time on or after
the first day of the Test Period thereof as if each such Permitted Acquisition
had been effected on the first day of such Test Period.  Notwithstanding the foregoing, EBITDA for
each of the fiscal quarters ended June 30, 2006, September 30, 2006, December 31,
2006 and March 31, 2007 shall be the amounts set forth on
Schedule 5.1 hereof.


 


Section 2.04.                    The defined term “Leverage Trigger Date”
appearing in Section 5.1 of the Credit Agreement is hereby deleted in its
entirety and all references to such term in the Credit Agreement or the other
Loan Documents shall have no further force or effect.


 


Section 2.05.                    The defined term “Permitted Acquisition” appearing
in Section 5.1 of the Credit Agreement is hereby amended by (i) deleting
the period at the end of clause (g) thereof and substituting therefore a
semicolon followed by the word “and” and (ii) inserting
a new clause (h) as follows:


 


(h)                                 the Total Funded Debt/EBITDA Ratio for
the most recently completed four fiscal quarters of the Borrower is less than
4.25 to 1.0.


 


Section 2.06.                    The defined term “Revolving Credit
Commitment” appearing in Section 5.1 of the Credit Agreement is
hereby amended in its entirety and as so amended shall read as follows:


 


“Revolving Credit Commitment” means, as to any Lender, the obligation
of such Lender to make Revolving Loans and to participate in Swing Loans and
Letters of Credit issued for the account of the Borrower hereunder in an
aggregate principal or face amount at any one time outstanding not to exceed
the amount set forth opposite such Lender’s name on Schedule 1 attached


 


3

















 


hereto and made a part hereof, as the same may be
reduced or modified at any time or from time to time pursuant to the terms
hereof.  The Borrower and the Lenders
acknowledge and agree that the Revolving Credit Commitments of the Lenders
aggregate (i) $7,500,000 at all times prior to the occurrence of the
Availability Trigger Date and (ii) $20,000,000 at all times from and after
the occurrence of the Availability Trigger Date.


 


Section 2.07.                    The defined term “Total Funded Debt”
appearing in Section 5.1 of the Credit Agreement is hereby amended in its
entirety and as so amended shall read as follows:


 


“Total Funded Debt” means, at any time the same is to be determined, the
sum (but without duplication) of (a) all Indebtedness for Borrowed Money
of the Borrower and its Subsidiaries at such time other than the Indebtedness
evidenced by the Parent Subordinated Notes, (b) all Indebtedness for
Borrowed Money of any other Person which is directly or indirectly guaranteed
by the Borrower or any of its Subsidiaries or which the Borrower or any of its Subsidiaries
has agreed (contingently or otherwise) to purchase or otherwise acquire or in
respect of which the Borrower or any of its Subsidiaries has otherwise assured
a creditor against loss; provided, however,
that for purposes of calculating Total Funded Debt, the aggregate amount of
Indebtedness for Borrowed Money set forth on Schedule 8.7 hereof included
in such calculation shall be reduced by (but shall not be less than zero) the
aggregate amount of Assumed Liabilities of the Borrower and its Subsidiaries
with respect to which the Borrower has Restricted Cash then on deposit with the
Administrative Agent or another financial institution that has provided a
deposit account control agreement in form and substance satisfactory to the
Administrative Agent.


 


Section 2.08.                    Section 5.1 of the Credit Agreement is hereby
amended by adding thereto new definitions of “Availability
Trigger Date” and “Capital Contribution
Agreement” which read as follows:


 


“Availability Trigger Date” means the first date upon which the
Total Funded Debt/EBITDA Ratio as of the last day of any fiscal quarter is less
than or equal to the corresponding ratio set forth opposite such fiscal quarter
below:


 


4

















 


	
  PERIOD(S) ENDING

  	
   

  	
  TOTAL FUNDED DEBT/EBITDA

  RATIO SHALL NOT BE GREATER

  THAN:

  
	
   

  	
   

  	
   

  
	
  9/30/07 -
  12/31/07

  	
   

  	
  4.25 to 1.0

  
	
   

  	
   

  	
   

  
	
  3/31/08 -
  9/30/08

  	
   

  	
  4.00 to 1.0

  
	
   

  	
   

  	
   

  
	
  12/31/08 -
  3/31/09

  	
   

  	
  3.75 to 1.0

  
	
   

  	
   

  	
   

  
	
  6/30/09 -
  9/30/09

  	
   

  	
  3.50 to 1.0

  
	
   

  	
   

  	
   

  
	
  12/31/09 -
  3/31/10

  	
   

  	
  3.25 to 1.0

  
	
   

  	
   

  	
   

  
	
  6/30/10 and
  thereafter

  	
   

  	
  3.00 to 1.0

  



 


“Capital Contribution Agreement” means that certain Capital Contribution
Agreement, dated as of October 23, 2007, by and among the Borrower, the
Parent, Great Hill Equity Partners III, L.P., as Equity Sponsor and the
Administrative Agent.


 


Section 2.09.                    Section 8.5 of the Credit Agreement is hereby
amended by (a) deleting the period at the end of clause (h) thereof
and inserting therefor “; and” and (b) inserting
a new clause (i) as follows:


 


(i)                            together with each of the financial
reports delivered pursuant to Section 8.5(c) above, a management
discussion and analysis of such financial report, including billed hours,
utilization rates, pipeline reports, conversion ratio, backlog and such other
information and reports as the Administrative Agent may reasonably request.


 


Section 2.10.                    Section 6.6 of the Credit Agreement is hereby
amended by inserting at the beginning thereof the following:  “Except as set forth on
Schedule 6.6”.


 


Section 2.11.                    Section 8.16 of the Credit Agreement is hereby
amended in its entirety and as so amended shall read as follows:


 


Section 8.16.                         No Changes in Fiscal Year. 
The fiscal year of the Parent and its Subsidiaries ends on December 31
of each year; and the Parent shall not, nor shall it permit any Subsidiary to,
change its fiscal year from its present basis without the prior consent of the
Administrative Agent.  Upon the
effectiveness of any such change in the Parent’s fiscal year, the Parent shall
deliver to the Administrative Agent and the Lenders the financial statements
and audit report required by Section 8.5(b) hereof for the
immediately preceding fiscal year (after giving effect to such change in fiscal
year end) within 120 days following the effectiveness of such change.


 


5

















 


Section 2.12.                    Section 8.22(a) of the Credit Agreement is
hereby amended in its entirety and as so amended shall read as follows:


 


(a)                                  Total Funded Debt/EBITDA Ratio. 
As of the last day of each fiscal quarter of the Borrower ending during
the relevant period set forth below, the Borrower shall not permit the Total
Funded Debt/EBITDA Ratio to be greater than the corresponding ratio set forth
opposite such period below:


 


	
  PERIOD(S) ENDING

  	
   

  	
  TOTAL FUNDED

  DEBT/EBITDA RATIO SHALL

  NOT BE GREATER THAN:

  
	
   

  	
   

  	
   

  
	
  9/30/07

  	
   

  	
  6.15 to 1.0

  
	
   

  	
   

  	
   

  
	
  12/31/07 and
  3/31/08

  	
   

  	
  5.00 to 1.0

  
	
   

  	
   

  	
   

  
	
  6/30/08 and
  9/30/08

  	
   

  	
  4.00 to 1.0

  
	
   

  	
   

  	
   

  
	
  12/31/08 and
  3/31/09

  	
   

  	
  3.75 to 1.0

  
	
   

  	
   

  	
   

  
	
  06/30/09 and
  9/30/09

  	
   

  	
  3.50 to 1.0

  
	
   

  	
   

  	
   

  
	
  12/31/09 and
  3/31/10

  	
   

  	
  3.25 to 1.0

  
	
   

  	
   

  	
   

  
	
  6/30/10 and
  thereafter

  	
   

  	
  3.00 to 1.0

  



 


Section 2.13.                    Section 8.22(b) of the Credit Agreement is
hereby amended in its entirety and as so amended shall read as follows:


 


Fixed Charge Coverage Ratio. 
As of the last day of each fiscal quarter of the Borrower (commencing
with the Borrower’s fiscal quarter ended September 30, 2007), the Borrower
shall maintain a ratio of (i) EBITDA for the four fiscal quarters of the
Borrower then ended, less Capital Expenditures for such period, to (ii) Fixed
Charges for the same four fiscal quarters then ended of not less than the
corresponding ratio set forth opposite such period below:


 


	
  PERIOD
  ENDED

  	
   

  	
  FIXED CHARGE COVERAGE RATIO

  SHALL NOT BE GREATER THAN:

  
	
  9/30/07

  	
   

  	
  0.60 to 1.0

  
	
  12/31/07 and
  thereafter

  	
   

  	
  1.10 to 1.0

  



 


6

















 


Section 2.14.                    Section 8.22(c) of the Credit Agreement is
hereby amended in its entirety and as so amended shall read as follows:


 


Minimum EBITDA.  The Borrower
shall at all times, during each of the periods specified below, maintain EBITDA
for the most recently completed four fiscal quarters then ended in an amount
not less than the amount set forth opposite such period below (the “Minimum Required Amount”:


 


	
  PERIOD

  	
   

  	
  MINIMUM REQUIRED

  AMOUNT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  9/30/07

  	
   

  	
  $

  	
  7,350,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  12/31/07

  	
   

  	
  $

  	
  9,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  3/31/08

  	
   

  	
  $

  	
  9,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  6/30/08

  	
   

  	
  $

  	
  12,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  9/30/08

  	
   

  	
  $

  	
  13,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  12/31/08

  	
   

  	
  $

  	
  14,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  3/31/09 -
  6/30/09

  	
   

  	
  $

  	
  15,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  9/30/09 -
  12/31/09

  	
   

  	
  $

  	
  16,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  3/31/10 and
  thereafter

  	
   

  	
  $

  	
  16,000,000

  	
   

  



 


For purposes of this Section 8.22(c), upon the
completion of any Permitted Acquisition, the Minimum Required Amount for all
periods from and including the period during which such Acquisition occurs
shall increase by an amount equal to 80% of the EBITDA of the Acquired Business
for the 12 calendar month period most recently completed prior to the date of
such Acquisition.


 


Section 2.15.                    Schedule 6.6 attached hereto is added to the Credit
Agreement.


 


SECTION 3.                                          CAPITAL
CONTRIBUTION AGREEMENT.


 


The parties hereto hereby acknowledge and agree that
notwithstanding anything contained in Section 1.9(b)(ii) of the
Credit Agreement, to the contrary, the Net Cash Proceeds received by the
Borrower from capital contributions (“CCA Contributions”)
made by Great Hill Equity Partners III, L.P. pursuant to the Capital
Contribution Agreement shall be promptly applied by 


 


7

















 


the Borrower as and for a mandatory prepayment of the
Obligations.  The amount of each such
prepayment shall be applied first to the outstanding Term Loans (as set forth
in Section 1.9(c) of the Credit Agreement) until paid in full and
then to the Revolving Credit.  Any CCA
Contribution made by Great Hill Equity Partners III, L.P. pursuant to the
Capital Contribution Agreement shall constitute an exercise of the Cure Right
set forth in Section 9.6 of the Credit Agreement.


 


SECTION 4.                                          CONDITIONS
PRECEDENT.


 


The effectiveness of this Amendment is subject to the
satisfaction of all of the following conditions precedent:


 


Section 4.01.                    The Borrower, the Parent and the Required Lenders
shall have executed and delivered this Amendment.


 


Section 4.02.                    The Borrower shall have paid to the Administrative
Agent, on behalf of the approving Lenders, an amendment fee equal to 0.50% of
the Lender’s Commitment.


 


Section 4.03.                    The Borrower, Great Hill Equity Partners III, L.P. and
the Administrative Agent shall have executed the Capital Contribution
Agreement.


 


Section 4.04.                    The Administrative Agent shall have received a written
opinion of counsel to Great Hill in form and substance reasonably satisfactory
to the Administrative Agent.


 


Section 4.05.                    Legal matters incident to the execution and delivery
of this Amendment shall otherwise be satisfactory to the Administrative Agent
and its counsel.


 


Section 4.06.                    After giving effect to this Amendment, no Event of
Default shall have occurred and be continuing as of the date of this Amendment
that would otherwise take effect.


 


SECTION 5.                                          REPRESENTATIONS.


 


In order to induce the Required Banks to execute and
deliver this Amendment, the Borrower and the Parent, as applicable, hereby
represent to the Required Banks that as of the date hereof, the representations
and warranties set forth in Section 6 of the Credit Agreement are and
shall be and remain true and correct in all material respects and, unless
specifically waived herein, the Borrower is in compliance with all of the terms
and conditions of the Credit Agreement after giving effect to this Amendment
and no Event of Default has occurred and is continuing under the Credit
Agreement or shall result after giving effect to this Amendment.


 


SECTION 6.                                          MISCELLANEOUS.


 


Section 6.01.                    The Borrower and the Parent heretofore executed and
delivered the Collateral Documents.  The
Borrower and the Parent hereby acknowledge and agree that the Liens created and
provided for by the Collateral Documents continue to secure, among other


 


8

















 


things, the Obligations arising under the Credit
Agreement as amended hereby; and the Collateral Documents and the rights and
remedies of the Administrative Agent and Lenders thereunder, the obligations of
the Borrower and the Parent thereunder, and the Liens created and provided for
thereunder in each case remain in full force and effect and shall not be
affected, impaired or discharged hereby. 
Nothing herein contained shall in any manner affect or impair the
priority of the liens and security interests created and provided for by the
Collateral Documents as to the indebtedness which would be secured thereby
prior to giving effect to this Amendment.


 


Section 6.02.                    Except as specifically amended herein or waived
hereby, the Credit Agreement shall continue in full force and effect in
accordance with its original terms. 
Reference to this specific Amendment need not be made in the Credit
Agreement, the Notes, or any other instrument or document executed in
connection therewith, or in any certificate, letter or communication issued or
made pursuant to or with respect to the Credit Agreement, any reference in any
of such items to the Credit Agreement being sufficient to refer to the Credit
Agreement as amended hereby.


 


Section 6.03.                    This Amendment may be executed in any number of
counterparts, and by the different parties on different counterpart signature
pages, all of which taken together shall constitute one and the same
agreement.  Any of the parties hereto may
execute this Amendment by signing any such counterpart and each of such
counterparts shall for all purposes be deemed to be an original.  This Amendment shall be governed by the
internal laws of the State of New York.


 


Section 6.04.                    The Borrower agrees to pay all reasonable documented
out-of-pocket costs and expenses incurred by the Administrative Agent in
connection with the preparation, execution and delivery of this Amendment and
the documents and transactions contemplated hereby, including the documented
reasonable fees and expenses of counsel for the Agent with respect to the
foregoing.


 


[SIGNATURE PAGE TO FOLLOW]


 


9
















 


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


 


	
   

  	
  SMART BUSINESS ADVISORY
  AND CONSULTING, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name

  	
   

  
	
   

  	
   

  	
  Title

  	
   

  
	
   

  	
   

  
	
   

  	
  SMART BUSINESS
  HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name

  	
   

  
	
   

  	
   

  	
  Title

  	
   

  



 


10

















 


	
   

  	
  BANK
  OF MONTREAL, as L/C Issuer, and as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name

  	
   

  
	
   

  	
   

  	
  Title

  	
   

  
	
   

  	
   

  
	
   

  	
  BMO
  CAPITAL MARKETS FINANCING, INC., as a Lender and as Swing Line Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name

  	
   

  
	
   

  	
   

  	
  Title

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK OF MONTREAL, as a
  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name

  	
   

  
	
   

  	
   

  	
  Title

  	
   

  
	
   

  	
   

  
	
   

  	
  MC FUNDING LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Monroe Capital
  Management LLC,

  
	
   

  	
   

  	
  as Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  MC FUNDING 2007-1 LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Monroe Capital
  Management LLC,

  
	
   

  	
   

  	
  as Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


11

















 


	
   

  	
  MASSACHUSETTS MUTUAL
  LIFE INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Babson Capital
  Management LLC,

  
	
   

  	
   

  	
  as Investment Advisor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  BABSON MD-MARKET CLO
  LTD. 2007-II

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Babson Capital
  Management LLC,

  
	
   

  	
   

  	
  as Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK TRUST
  COMPANY AMERICAS

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  CS ADVISORS CLO I LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  CapitalSource Advisors
  LLC,

  
	
   

  	
   

  	
  as Portfolio Manager
  and attorney-in-fact

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  CS ADVISORS CLO II LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  CapitalSource Advisors
  LLC,

  
	
   

  	
   

  	
  as Portfolio Manager and attorney-in-fact

  



 


12

















 


	
   

  	
  By:

  	
   

  
	
   

  	
  Name: 

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  CS ADVISORS CLO III
  LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  CapitalSource Advisors
  LLC,

  
	
   

  	
   

  	
  as Portfolio Manager
  and attorney-in-fact

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: 

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  COLTS LLC 2007-1

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: 

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  COLTS LLC 2005-2

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: 

  	
   

  
	
   

  	
  Title:

  	
   

  



 


13

















 


SCHEDULE 6.6


 


MATERIAL ADVERSE EFFECT


 


As reflected in the
consolidated financial statements and Compliance Certificate delivered by the
Borrower to the Administrative Agent on or about August 14, 2007, there
was a material adverse change in the results of operations and financial
condition of the Borrower and the Parent and its Subsidiaries taken as a whole
during the period ending June 30, 2007.