exv10w11







Exhibit 10.11






Amendment No. 1 to Credit Agreement




          This Amendment No. 1, dated as of June [29], 2006 (this “Amendment”) to the
Credit Agreement dated as of April 27, 2006 (as the same may be further amended, supplemented or
otherwise modified from time to time, the “Credit Agreement”) entered into among MVC
Capital, inc., a Delaware corporation (the “Company”), MVC Financial Services, inc.,
a Delaware corporation (“MVCFS”, and together with the Company, each a “Borrower”, and
collectively, the “Borrowers”), the institutions from time to time party thereto as Lenders
(the “Lenders”), and Guggenheim Corporate Funding, LLC, as administrative agent
(in such capacity, the “Administrative Agent”), is entered into among the Borrowers, the
Administrative Agent and the Lenders party hereto. Capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed to them in the Credit Agreement.




W i t n e s s e t h:




          Whereas, the Borrowers have requested that the Lenders amend the Credit Agreement in
certain respects as set forth below; and




          Whereas, the Lenders have agreed, subject to the terms and conditions hereinafter set
forth, to amend the Credit Agreement in certain respects as set forth below;




          Now, Therefore, in consideration of the premises and the covenants and obligations
contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:




     Section 1. Amendments to the Credit Agreement



          The Credit Agreement is, effective as of the Amendment Effective Date (as defined below) and
subject to the satisfaction (or due waiver) of the conditions set forth in Section 2 (Conditions
Precedent to the Effectiveness of this Amendment) hereof, hereby amended as follows:




          (a) Amendments to Schedules to the Credit Agreement





          (1) Schedule 2.1 (Term Loan Borrowings) to the Credit Agreement is hereby amended by
deleting such schedule in its entirety and substituting in lieu thereof the schedule
attached hereto as Annex A.



     Section 2. Conditions Precedent to the Effectiveness of this Amendment



          This Amendment shall become effective as of the date first written above when, and only when,
the Administrative Agent shall have received this Amendment, duly executed by the Borrowers, the
Administrative Agent and the Lenders constituting the Required Lenders (the “Amendment
Effective Date”).



     Section 3. Representations and Warranties



          On and as of the date hereof, after giving effect to this Amendment, the Borrowers hereby
represent and warrant to the Administrative Agent and each Lender as follows:



 









 





Amendment No 1 to

Credit Agreement




          (a) this Amendment has been duly authorized, executed and delivered by each Borrower and
constitutes the legal, valid and binding obligation of each Borrower, enforceable against each
Borrower in accordance with its terms, and the Credit Agreement as amended by this Amendment
constitutes the legal, valid and binding obligation of each Borrower, enforceable against each
Borrower in accordance with its terms;



          (b) each of the representations and warranties contained in Section 3 (Representations and
Warranties) of the Credit Agreement, the other Loan Documents or in any certificate, document or
financial or other statement furnished at any time under or in connection therewith is true and
correct in all material respects on and as of the date hereof as if made on and as of such date and
except to the extent that such representations and warranties specifically relate to a specific
date, in which case such representations and warranties shall be true and correct in all material
respects as of such specific date; provided, however, that references therein to the “Credit
Agreement” shall be deemed to refer to the Credit Agreement as amended hereby (if applicable);



          (c) no Default or Event of Default has occurred and is continuing (except for those that are
duly waived); and



          (d) no litigation has been commenced against any Loan Party or any of its Subsidiaries seeking
to restrain or enjoin (whether temporarily, preliminarily or permanently) the performance of any
action by any Loan Party required or contemplated by this Amendment, the Credit Agreement or any
Loan Document, in each case as amended hereby (if applicable).



     Section 4. Fees and Expenses



          (a) The Borrowers and each other Loan Party agree to pay on demand in accordance with the
terms of Section 9.5 (Payment of Expenses) of the Credit Agreement all reasonable out of pocket
costs and expenses of the Administrative Agent in connection with the preparation, reproduction,
execution and delivery of this Amendment and all other Loan Documents entered into in connection
herewith.



     Section 5. Reference to the Effect on the Loan Documents



          (a) As of the date hereof, each reference in the Credit Agreement to “this Agreement,”
“hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Loan
Documents to the Credit Agreement (including, without limitation, by means of words like
“thereunder”, “thereof” and words of like import), shall mean and be a reference to the Credit
Agreement as modified hereby, and this Amendment and the Credit Agreement shall be read together
and construed as a single instrument. Each of the table of contents and lists of Exhibits and
Schedules of the Credit Agreement shall be amended to reflect the changes made in this Amendment as
of the date hereof.



          (b) Except as expressly modified hereby, all of the terms and provisions of the Credit
Agreement and all other Loan Documents are and shall remain in full force and effect and are hereby
ratified and confirmed.



          (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of the Lenders or the
Administrative Agent under any of the Loan Documents, nor constitute a waiver or amendment of any
other provision of any of the Loan Documents or for any purpose except as expressly set forth
herein.



2









 





Amendment No 1 to

Credit Agreement




          (d) This Amendment shall be deemed a Loan Document.



     Section 6. Execution in Counterparts



          This Amendment may be executed in any number of counterparts and by different parties in
separate counterpart (including by facsimile), each of which when so executed shall be deemed to be
an original and all of which taken together shall constitute one and the same agreement. Signature
pages may be detached from multiple separate counterparts and attached to a single counterpart so
that all signature pages are attached to the same document. Delivery of an executed counterpart by
telecopy shall be effective as delivery of a manually executed counterpart of this Amendment.



     Section 7. Governing Law



          This Amendment shall be governed by and construed in accordance with the law of the State of
New York.



     Section 8. Section Titles



          The Section titles contained in this Amendment are and shall be without substantive meaning or
content of any kind whatsoever and are not a part of the agreement between the parties hereto.



     Section 9. Notices



          All communications and notices hereunder shall be given as provided in the Credit Agreement.



     Section 10. Severability



          The fact that any term or provision of this Agreement is held invalid, illegal or
unenforceable as to any person in any situation in any jurisdiction shall not affect the validity,
enforceability or legality of the remaining terms or provisions hereof or the validity,
enforceability or legality of such offending term or provision in any other situation or
jurisdiction or as applied to any person.



     Section 11. Successors



          The terms of this Amendment shall be binding upon, and shall inure to the benefit of, the
Lenders, the other parties hereto and their respective successors and assigns.



     Section 12. Waiver of Jury Trial



          Each of the parties hereto irrevocably waives trial by jury in any action or proceeding with
respect to this Amendment or any other Loan Document.



[Signature Pages Follow]




3









 





     In Witness Whereof, the parties hereto have caused this Amendment to be executed by
their respective officers thereunto duly authorized, as of the date first written above.



	 	 	 	 	 
	 	 	MVC Capital, Inc.

as Borrower
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 	 	MVC Financial Services, Inc.

as Borrower
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 	 	Guggenheim Corporate Funding, LLC,

as Administrative Agent
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 






[Signature page to Amendment No. 1]




 









 








	 	 	 	 	 
	 	 	Midland National Life Insurance Company,

as Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 	 	North American Company for Life and health
Insurance, as Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 






[Signature page to Amendment No. 1]








 









 








Annex A

to Amendment No. 1




SCHEDULE 2.1




Term Loan Borrowings




Schedule of Term Loan drawings:




	 	 	 	 	 
	Draw Date:	 	Amount:
	April 27, 2006
	 	$	17,500,000	 
	 
	 	 	 	 
	July 31, 2006
	 	$	12,500,000	 
	 
	 	 	 	 
	August 31, 2006
	 	$	5,000,000	 
	 
	 	 	 	 
	On or before January 31, 2007*
	 	$	15,000,000	 








 




			
	*		- Remaining $15,000,000 to be drawn at the earlier of (i) the time of purchase by the Company
from the Administrative Agent of the remaining $15,000,000 (or, if less, the outstanding portion)
of investments in senior debt, subordinated debt and/or junior subordinated debt and (ii) January,
31, 2007.






 











 





EXECUTION COPY




Amendment No. 2 to Credit Agreement




          This
Amendment No. 2,
dated as of October 17, 2006 (this “Amendment”) to the
Credit Agreement dated as of April 27, 2006 (as amended to the date hereof and as
the same may be further amended, supplemented or otherwise modified
from time to time, the
“Credit Agreement”) entered into among MVC
Capital, Inc., a Delaware corporation
(the “Company”), MVC
Financial Services, Inc.,
a Delaware corporation (“MVCFS”, and together with
the Company, each a “Borrower”, and collectively, the
“Borrowers”), the institutions from time to time party thereto as Lenders (the
“Lenders”), and
Guggenheim Corporate
Funding, LLC, as administrative agent (in such
capacity, the “Administrative Agent”), is entered into among the Borrowers, the
Administrative Agent and the Lenders party hereto. Capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed to them in
the Credit Agreement.



W i t n e s s e t h:




          Whereas,
the Borrowers have requested that the Lenders amend the Credit
Agreement in certain respects as set forth below; and



          Whereas, the Lenders have agreed, subject to the terms and conditions hereinafter
set forth, to amend the Credit Agreement in certain respects as set
forth below;



          Now,
Therefore, in consideration of the premises and the covenants and obligations
contained herein, the sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:



     Section
1. Amendments to the Credit Agreement



          The Credit Agreement is, effective as of the Amendment Effective Date (as defined
below) and subject to the satisfaction (or due waiver) of the conditions set forth in
Section 2 (Conditions Precedent to the Effectiveness of this Amendment) hereof, hereby
amended as follows:



          (a) Amendments
to Section 2 (Amount and Terms of Commitments)




          (1) Section 2.1 (Term Loan Commitments) of the Credit Agreement is
hereby amended and restated in its entirety to read as follows:




2.1 Term Loan Commitments. Subject to the terms and conditions hereof, the Term
Loan Lenders severally agree to make term loans (each, a “Term Loan”) to the Borrowers on
the dates and in the amounts set forth on Schedule 2.1 hereto, provided, that the Term
Loans of each Term Loan Lender shall not exceed the amount of the Term Loan Commitment of such
Lender. The Term Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined
by the Company and notified to the Administrative Agent and applicable Lenders in accordance with
Sections 2.2 and 2.11. Amounts prepaid on account of the Term Loans may not be reborrowed;
provided, that an aggregate amount of up to $15,000,000
of the unfunded Term Loan Commitments
may be borrowed, prepaid (without premium or penalty other than breakage costs) and



 









 




Amendment No. 2 to

Credit Agreement


reborrowed during the period beginning on September 10, 2006 and ending on November 10, 2006. All
Term Loans shall be drawn on or prior to January 31, 2007.


          (b) Amendments to Section 6 (Negative Covenants)


          (1)
Section 6.17 (LaSalle Credit Facility) of the Credit Agreement is
hereby amended and restated in its entirety to read as follows:


6.17 Lasalle Credit Facility. (i) allow any loans to remain
outstanding under the LaSalle Credit Facility for a period exceeding 7
Business Days and (ii) incur any borrowings or allow any loans to remain
outstanding under the LaSalle Credit Facility on or after August 31, 2006
unless otherwise agreed to by the Administrative Agent.


     Section 2. Conditions Precedent to the Effectiveness of this Amendment


          This
Amendment shall become effective as of the date first written above when, and
only when, the Administrative Agent shall have received this Amendment, duly executed by
the Borrowers, the Administrative Agent and the Lenders constituting the Required Lenders
(the “Amendment Effective Date”).


     Section 3. Representations and Warranties


          On and as of the date hereof, after giving effect to this Amendment, the Borrowers
hereby represent and warrant to the Administrative Agent and each Lender as follows:


          (a) this Amendment has been duly authorized, executed and delivered by each Borrower
and constitutes the legal, valid and binding obligation of each Borrower, enforceable
against each Borrower in accordance with its terms, and the Credit Agreement as amended
by this Amendment constitutes the legal, valid and binding obligation of each Borrower,
enforceable against each Borrower
in accordance with its terms;


          (b) each of the representations and warranties contained in Section 3
(Representations and Warranties) of the Credit Agreement, the other Loan Documents or in
any certificate, document or financial or other statement furnished at any time under or
in connection therewith is true and correct in all material respects on and as of the
date hereof as if made on and as of such date and except to the extent that such
representations and warranties specifically relate to a specific date, in which case such
representations and warranties shall be true and correct in all material respects as of
such specific date; provided, however, that references therein to the “Credit Agreement”
shall be deemed to refer to the Credit Agreement as amended hereby (if applicable);


          (c) no Default or Event of Default has occurred and is continuing (except for those
that are duly waived); and


          (d) no litigation has been commenced against any Loan Party or any of its Subsidiaries seeking to
restrain or enjoin (whether temporarily, preliminarily or permanently) the performance of any
action by any Loan Party required or contemplated by this Amendment, the Credit Agreement or any
Loan Document, in each case as amended hereby (if applicable).


2







 





Amendment No. 2 to

Credit Agreement




     Section 4. Fees and Expenses



          (a) The Borrowers and each other Loan Party agree to pay on demand in accordance with the
terms of Section 9.5 (Payment of Expenses) of the Credit Agreement all reasonable out of
pocket costs and expenses of the Administrative Agent in connection with the preparation,
reproduction, execution and delivery of this Amendment and all other Loan Documents entered
into in connection herewith.



     Section 5.
Reference to the Effect on the Loan Documents



          (a) As
of the date hereof, each reference in the Credit Agreement to “this
Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each
reference in the other Loan Documents to the Credit Agreement (including, without
limitation, by means of words like “thereunder”,
“thereof” and words of like import),
shall mean and be a reference to the Credit Agreement as modified hereby, and this
Amendment and the Credit Agreement shall be read together and construed as a single
instrument. Each of the table of contents and lists of Exhibits and Schedules of the
Credit Agreement shall be amended to reflect the changes made in this Amendment as of
the date
hereof.



          (b) Except as expressly modified hereby, all of the terms and provisions of the Credit
Agreement and all other Loan Documents are and shall remain in full force and effect and
are hereby ratified and confirmed.



          (c) The
execution, delivery and effectiveness of this Amendment shall not, except
as expressly provided herein, operate as a waiver of any right, power or remedy of the
Lenders or the Administrative Agent under any of the Loan Documents, nor constitute a
waiver or amendment of any other provision of any of the Loan Documents or
for any purpose except as expressly set forth herein.



          (d) This Amendment shall be deemed a Loan
Document.



     Section 6. Execution in Counterparts



          This Amendment may be executed in any number of counterparts and by different
parties in separate counterpart (including by facsimile), each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement. Signature pages may be detached from multiple
separate counterparts and attached to a single counterpart so that all signature pages
are attached to the same document. Delivery of an executed counterpart by telecopy
shall be effective as delivery of a manually executed counterpart of
this Amendment.



     Section 7. Governing Law



          This Amendment shall be governed by and construed in accordance with the law of
the State of New York.



     Section 8. Section Titles



          The Section titles contained in this Amendment are and shall be without
substantive meaning or content of any kind whatsoever and are not a part of the
agreement between the parties hereto.



3









 





Amendment No. 2 to

Credit Agreement




     Section 9. Notices



          All communications and notices hereunder shall be given as provided in the Credit Agreement.



     Section 10. Severability



          The fact that any term or provision of this Agreement is held invalid, illegal or
unenforceable as to any person in any situation in any jurisdiction shall not affect the
validity, enforceability or legality of the remaining terms or provisions hereof or the
validity, enforceability or legality of such offending term or provision in any other
situation or jurisdiction or as applied to any person.



     Section 11. Successors



          The terms of this Amendment shall be binding upon, and shall inure to the benefit
of, the Lenders, the other parties hereto and their respective successors and assigns.



     Section 12. Waiver of Jury Trial



          Each of the parties hereto irrevocably waives trial by jury in any action or
proceeding with respect to this Amendment or any other Loan Document.



[Signature Pages Follow]





4









 









          In
Witness Whereof, the parties hereto have caused this Amendment to be executed by their
respective officers thereunto duly authorized, as of the date first written above.



	 	 	 	 	 
	 	 	MVC
Capital, Inc.

as Borrower
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	 
	 

	 	Title:
	 	 
	 
	 	 	 	 
	 	 	MVC
Financial Services, Inc. 
as Borrower
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	 
	 

	 	Title:
	 	 
	 
	 	 	 	 
	 	 	Guggenheim Corporate Funding, LLC,

as Administrative Agent
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 







[Signature page to Amendment No. 2]



 









 





	 	 	 	 	 
	 	 	Midland National Life Insurance Company,

as Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 	 	North
American Company for Life and health
Insurance,
as Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 







[Signature page to Amendment No. 2]



 









 







Execution Copy




Amendment No. 3 To Credit Agreement




          This
Amendment No. 3,
dated as of January 26, 2007 (this “Amendment”) to the Credit Agreement
dated as of April 27, 2006 (as amended to the date hereof and as the same may be further amended,
supplemented or otherwise modified from time to time, the
“Credit Agreement”) entered into among
MVC Capital, Inc., a
Delaware corporation (the “Company”), MVC
Financial Services, Inc., a Delaware
corporation (“MVCFS”, and together with the Company, each a “Borrower”, and collectively, the
“Borrowers”), the institutions from time to time party
thereto as Lenders (the “Lenders”), and
Guggenheim Corporate
Funding, LLC, as administrative agent (in such capacity, the
“Administrative
Agent”), is entered into among the Borrowers, the Administrative Agent and the Lenders party
hereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings
ascribed to them in the Credit Agreement.



W i t n e s s e t h:




          Whereas, the Borrowers have requested that the Lenders amend the Credit Agreement in certain
respects as set forth below; and



          Whereas, the Lenders have agreed, subject to the terms and conditions hereinafter set forth,
to amend the Credit Agreement in certain respects as set forth below;



          Now,
Therefore, in consideration of the premises and the covenants and obligations contained
herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:



     Section 1. Amendments to the Credit Agreement



          The Credit Agreement is, effective as of the Amendment Effective Date (as defined below) and
subject to the satisfaction (or due waiver) of the conditions set forth in Section 2 (Conditions
Precedent to the Effectiveness of this Amendment) hereof, hereby amended as follows:



     (a) Amendments to Section 1 (Definitions)




          (1) Section 1.1 (Defined Terms) of the Credit Agreement is hereby amended by inserting
the following definitions in such Section 1.1 in the appropriate place to preserve the
alphabetical order of the definitions in such Section 1.1:




     “Advisor” shall mean The Tokarz Group Advisers LLC, a Delaware limited
liability company.




     “Advisory Agreement” shall mean that certain Investment Advisory and
Management Agreement, dated as of October 31, 2006, among the Company and the
Advisor.




     “Capital Gains Fee” shall have the meaning given to such term in
Section 3(b)(ii) of the Advisory Agreement.



 









 





Amendment No. 3 to

Credit Agreement





     “Incentive Compensation Expense” shall mean all cash and non-cash
amounts paid or accrued by the company in respect of the Capital Gains Fee.




          (2) The defined term “EBIT” Section 1.1 (Defined Terms) of the Credit Agreement
is hereby amended and restated in its entirety to read as follows:




     “EBIT” shall mean, for any period and with respect to the Company and its
Consolidated Subsidiaries, an amount equal to the sum of (a) operating income after
deduction of all operating expenses and other proper charges other than taxes and
Interest Expense and (b) to the extent deducted from clause (a) above as an
operating expense, Incentive Compensation Expense, in each case, as determined in
accordance with GAAP.



     Section 2. Conditions Precedent to the Effectiveness of this Amendment



          This Amendment shall become effective as of the date first written above when, and only when,
the Administrative Agent shall have received this Amendment, duly executed by the Borrowers, the
Administrative Agent and the Lenders constituting the Required
Lenders (the “Amendment Effective
Date”).



     Section 3. Representations and Warranties



          On and as of the date hereof, after giving effect to this Amendment, the Borrowers hereby
represent and warrant to the Administrative Agent and each Lender as follows:



          (a) this Amendment has been duly authorized, executed and delivered by each
Borrower and constitutes the legal, valid and binding obligation of each Borrower, enforceable
against
each Borrower in accordance with its terms, and the Credit Agreement as amended by this
Amendment
constitutes the legal, valid and binding obligation of each Borrower, enforceable against each
Borrower
in accordance with its terms;



          (b) each of the representations and warranties contained in Section 3
(Representations and Warranties) of the Credit Agreement, the other Loan Documents or in any
certificate, document or financial or other statement furnished at any time under or in
connection
therewith is true and correct in all material respects on and as of the date hereof as if made
on and as of
such date and except to the extent that such representations and warranties specifically
relate to a
specific date, in which case such representations and warranties shall be true and correct in
all material
respects as of such specific date; provided, however, that references therein to the “Credit
Agreement”
shall be deemed to refer to the Credit Agreement as amended hereby (if applicable);



          (c) no Default or Event of Default has occurred and is continuing (except for those
that are duly waived); and



          (d) no litigation has been commenced against any Loan Party or any of its
Subsidiaries seeking to restrain or enjoin (whether temporarily, preliminarily or permanently)
the
performance of any action by any Loan Party required or contemplated by this Amendment, the
Credit
Agreement or any Loan Document, in each case as amended hereby (if applicable).




2









 





Amendment No. 3 to

Credit Agreement




     Section 4. Fees and Expenses



          (a) The Borrowers and each other Loan Party agree to pay on demand in accordance with the
terms of Section 9.5 (Payment of Expenses) of the Credit Agreement all reasonable out of pocket
costs and expenses of the Administrative Agent in connection with the preparation, reproduction,
execution and delivery of this Amendment and all other Loan Documents entered into in connection
herewith.



     Section 5. Reference to the Effect on the Loan Documents



          (a) As of the date hereof, each reference in the Credit Agreement to “this Agreement,”
“hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Loan
Documents to the Credit Agreement (including, without limitation, by means of words like
“thereunder”, “thereof” and words of like import), shall mean and be a reference to the Credit
Agreement as modified hereby, and this Amendment and the Credit Agreement shall be read together
and construed as a single instrument. Each of the table of contents and lists of Exhibits and
Schedules of the Credit Agreement shall be amended to reflect the changes made in this Amendment as
of the date hereof.



          (b) Except as expressly modified hereby, all of the terms and provisions of the Credit
Agreement and all other Loan Documents are and shall remain in full force and effect and are hereby
ratified and confirmed.



          (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of the Lenders or the
Administrative Agent under any of the Loan Documents, nor constitute a waiver or amendment of any
other provision of any of the Loan Documents or for any purpose except as expressly set forth
herein.



          (d) This Amendment shall be deemed a Loan Document.



     Section
6. Execution in Counterparts



          This Amendment may be executed in any number of counterparts and by different parties in
separate counterpart (including by facsimile), each of which when so executed shall be deemed to
be an original and all of which taken together shall constitute one and the same agreement.
Signature pages may be detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are attached to the same document. Delivery of an
executed counterpart by telecopy shall be effective as delivery of a manually executed
counterpart of this Amendment.



     Section 7. Governing Law



          This Amendment shall be governed by and construed in accordance with the law of the State
of New York.



     Section 8. Section Titles



          The Section titles contained in this Amendment are and shall be without substantive
meaning or content of any kind whatsoever and are not a part of the agreement between the
parties hereto.



3









 





Amendment No. 3 to

Credit Agreement




     Section 9. Notices



          All communications and notices hereunder shall be given as provided in the Credit Agreement.



     Section 10.
Severability



          The fact that any term or provision of this Agreement is held invalid, illegal or
unenforceable as to any person in any situation in any jurisdiction shall not affect the validity,
enforceability or legality of the remaining terms or provisions hereof or the validity,
enforceability or legality of such offending term or provision in any other situation or
jurisdiction or as applied to any person.



     Section 11. Successors



          The terms of this Amendment shall be binding upon, and shall inure to the benefit of, the
Lenders, the other parties hereto and their respective successors and assigns.



     Section 12. Waiver of Jury Trial



          Each of the parties hereto irrevocably waives trial by jury in any action or proceeding with
respect to this Amendment or any other Loan Document.



[Signature Pages Follow]





4












 






          In
Witness Whereof, the parties hereto have caused this Amendment to be executed by their
respective officers thereunto duly authorized, as of the date first written above.



	 	 	 	 	 
	 	 	MVC Capital,
Inc. 
as
Borrower
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	 
	 

	 	Title:
	 	 
	 
	 	 	 	 
	 	 	MVC Financial Services, Inc.

as Borrower
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	 
	 

	 	Title:
	 	 
	 
	 	 	 	 
	 	 	Guggenheim Corporate Funding,
LLC, 
as Administrative Agent
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 






[Signature
page to Amendment No. 3]






 









 








          In
Witness Whereof, the parties hereto have caused this Amendment to be executed by their
respective officers thereunto duly authorized, as of the date first written above.



	 	 	 	 	 
	 	 	MVC Capital,
Inc. 
as
Borrower
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 	 	MVC Financial Services, Inc.

as Borrower
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 	 	Guggenheim Corporate Funding, LLC,

as Administrative Agent
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	 
	 

	 	Title:
	 	 






[Signature
page to Amendment No. 3]




 









 










	 	 	 	 	 
	 	 	Midland National Life Insurance Company, 
as Lender
	 
	 	 	 	 
	 	 	By: Guggenheim Partners Advisory Company, its agent
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	 
	 

	 	Title:
	 	 
	 
	 	 	 	 
	 	 	North American Company for Life and health Insurance,
 as Lender
	 
	 	 	 	 
	 	 	By: Guggenheim Partners Advisory Company, its agent
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	 
	 

	 	Title:
	 	 







[Signature
page to Amendment No. 3]





 












 





Execution Copy




Amendment No. 4 to Credit Agreement

and

Amendment No. 1 to Guarantee and Collateral Agreement




          This Amendment No. 4 to Credit Agreement and Amendment No. 1 to
Guarantee and Collateral Agreement, dated as of April 24, 2008 (this “Amendment”),
among MVC Capital, inc., a Delaware corporation (the “Company”), MVC Financial Services, inc., a
Delaware corporation (“MVCFS”, and together with the Company, each a “Borrower”, and
collectively, the “Borrowers”), the Lenders identified on the signature pages hereto (the
“Lenders”), and Guggenheim Corporate Funding, LLC, as administrative agent for the lenders
(in such capacity, the “Administrative Agent”), amends certain provisions of (i) the
Credit Agreement, dated as of April 27, 2006 (as amended to the date hereof and as the same may be
further amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”) among the Borrowers, the institutions from time to time party thereto as Lenders
(the “Lenders”), and the Administrative Agent and (ii) the Guarantee and Collateral
Agreement, dated as of April 27, 2006 (as amended to the date hereof and as the same may be
further amended, supplemented or otherwise modified from time to time, the “Guarantee and
Collateral Agreement”) among the Borrowers, as grantors, each other grantor from time to time
party thereto, and the Administrative Agent. Capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed to them in the Credit Agreement.




W
 i  t  n  e  s  s  e  t  h:




          Whereas, the Borrowers have requested that the Lenders amend the Credit Agreement and the
Guarantee and Collateral Agreement in certain respects as set forth below; and




          Whereas, the Lenders have agreed, subject to the terms and conditions hereinafter set forth,
to amend the Credit Agreement and the Guarantee and Collateral Agreement in certain respects as
set forth below;




          Now, Therefore, in consideration of the premises and the covenants and obligations
contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:




     Section 1. Amendments to the Credit Agreement



          The Credit Agreement is, effective as of the Amendment Effective Date (as defined below) and
subject to the satisfaction (or due waiver) of the conditions set forth in Section 3 (Conditions
Precedent to the Effectiveness of this Amendment) hereof, hereby amended as follows:




          (a) Amendments to Section 1 (Definitions)




               (i) Section 1.1 (Defined Terms) of the Credit Agreement is hereby amended
by inserting the following definitions in such Section 1.1 in the appropriate place to preserve the
alphabetical order of the definitions in such Section 1.1:




     “BB&T”: Branch Banking and Trust Company.








 









 











Amendment No. 4 to

Credit Agreement





     “BB&T Account”: that certain securities account No. 11820000602, maintained
by the Company with BB&T.




     “BB&T Collateral”: collectively, (i) the BB&T Account, (ii) the BB&T
Investments and (iii) cash on deposit in the BB&T Account in an amount not to exceed the
sum of (x) $5,000,000 deposited by the Company on the Fourth Amendment Effective Date and
(y) the aggregate amount of Proceeds of any BB&T Investments received by the Company after
the Fourth Amendment Effective Date.




     “BB&T Credit Facility”: that certain secured revolving credit agreement dated
as of April 24, 2008, between the Company, as Borrower, MVCFS, as initial guarantor, the
lenders party thereto, BB&T, as administrative agent, and BB&T Capital Markets, as lead
arranger, as amended prior to the Fourth Amendment Effective Date.




     “BB&T Investments”: Investments by a Loan Party in Cash Equivalents which are
(i) made with the proceeds of borrowings under the BB&T Credit Facility, (ii) maintained or
held in the BB&T Account and (iii) permitted pursuant to Section 6.8.




     “BB&T Loan Documents”: collectively, each agreement and each other document
(each such agreement or document, a “BB&T Loan Document”) executed by the Company
or any of its Affiliates and delivered to BB&T (or any of its successors or permitted
assigns) or any other agent or lender in connection with or pursuant to the BB&T Credit
Facility.




     “Fourth Amendment”: that certain Amendment No. 4 to Credit Agreement and
Amendment No. 1 to Guarantee and Collateral Agreement, dated as of April 24, 2008, among
the Borrowers, the Lenders party thereto and the Administrative Agent.




     “Fourth Amendment Effective Date”: the date on which the Fourth Amendment
shall have become effective in accordance with its terms.




     “Proceeds”: as defined in the Guarantee and Collateral Agreement.



          (b) Amendments to Section 5 (Affirmative Covenants)




               (i) Clause (b) of Section 5.7 (Notices) of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:



                    (b) any (i) default or event of default under any Contractual Obligation or Eligible
Investment of the Company or any of its Subsidiaries, (ii) default or event of default under the
BB&T Credit Facility or (iii) litigation, investigation or proceeding which may exist at any time
between the Company or any of its Subsidiaries and any Governmental Authority, that in each case,
if not cured or if adversely determined, as the case may be, could reasonably by expected to have
a Material Adverse Effect;



          (c) Amendments to Section 6 (Negative Covenants)




               (i) Section 6.2 (Limitation on Indebtedness) of the Credit Agreement is
hereby amended by renaming clause (e) thereof as clause (f) and by inserting the following new
clause (e) immediately before such clause (f):



2









 





Amendment No. 4 to

Credit Agreement




                    (e) Indebtedness pursuant to the BB&T Credit Facility in an aggregate amount not to exceed
$50,000,000 at any one time outstanding; and



               (ii) Section 6.3 (Limitation on Liens) of the Credit Agreement is hereby amended by renaming
clause (h) thereof as clause (i) and by inserting the following new clause (h) immediately before
such clause (i):



                    (h) Liens on the BB&T Collateral created pursuant to the BB&T Loan Documents securing
Indebtedness incurred pursuant to Section 6.2(e); provided, that such Liens do not at any
time encumber any Property of any Loan Party other than the BB&T Collateral; and



               (iii) Section 6.8 (Limitation on Investments) of the Credit Agreement is hereby amended by
renaming clause (d) thereof as clause (e) and by inserting the following new clause (d)
immediately before such clause (e):



                    (d) each of (i) the BB&T Investments and (ii) Investments in the BB&T Account consisting of
(x) a one-time cash Investment to be made on the Fourth Amendment Effective Date in an amount not
exceeding $5,000,000 and (y) the Proceeds of any BB&T Investment; provided, that no Loan
Party shall make any transfer or other Investment of cash or Cash Equivalents into the BB&T
Account at any point after the Fourth Amendment Effective Date other than any such transfer or
Investment consisting of the Proceeds of any BB&T Investment; and



               (iv) Section 6.15 (Limitation on Amendments to Other Documents) of the Credit Agreement is
hereby amended and restated in its entirety to read as follows:



               6.15 Limitation on Amendments to Other Documents. Amend (i) its certificate of
incorporation or (ii) any of (x) the LaSalle Credit Facility or (y) any BB&T Loan Document, in
each case, in any manner determined by the Administrative Agent to be adverse to the Lenders.



          (d) Amendments to Section 7 (Events of Default)




               (i) Section 7 (Events of Default) of the Credit Agreement is hereby
amended by deleting the word “or” at the end of clause (l) thereof, inserting the word “or” at the
end of clause (m) thereof, and inserting the following new clause (n) immediately after such clause
(m):



                    (n) Any Loan Party shall (i) make any payment on account of any principal amount outstanding
under the BB&T Credit Facility (other than any such payment which is made solely using cash on
deposit in the BB&T Account or the Proceeds of BB&T Collateral), (ii) default in any payment when
due under the BB&T Credit Facility or (iii) default in the performance or observance of any other
obligation, covenant, condition or requirement of the BB&T Credit Facility, and such failure to
perform or observe such other obligation, covenant, condition or requirement continues unremedied
for a period of ten (10) days after written notice has been given to any Loan Party of the
occurrence of such default;



     Section 2. Amendments to the Guarantee and Collateral Agreement



          (a) The defined term “Excluded Assets” in Section 1.1 (Definitions) of the
Guarantee and Collateral Agreement is hereby amended and restated in its entirety to read as
follows:





3









 








Amendment No. 4 to

Credit Agreement




               “Excluded Assets”: each of (i) Foreign Subsidiary Voting Stock excluded from the
definition of “Pledged Stock” set forth in this Section 1.1, (ii) Capital Stock of any Portfolio
Company, (iii) the LaSalle Account, and (iv) solely to the extent that the BB&T Credit Facility
remains in full force and effect or any obligation thereunder remains outstanding, the BB&T
Collateral; provided, that immediately upon the termination or expiration of the BB&T
Credit Facility and the payment in full of all obligations thereunder, the BB&T Collateral shall
cease to be an Excluded Asset hereunder and shall be subject to the security interest granted to
the Administrative Agent pursuant to Section 3 hereof.



     Section 3. Conditions Precedent to the Effectiveness of this Amendment



          This Amendment shall become effective as of the date first written above (such date, the
“Amendment Effective Date”) when, and only when, the Administrative Agent shall have
received (i) this Amendment, duly executed by the Borrowers, the Administrative Agent and the
Lenders constituting the Required Lenders and (ii) a fully-executed copy of the BB&T Credit
Facility and each other BB&T Loan Document executed in connection therewith, in each case
certified as complete and correct by a duly authorized officer of the Company.




     Section 4. Representations and Warranties



          On and as of the date hereof, after giving effect to this Amendment, the Borrowers hereby
represent and warrant to the Administrative Agent and each Lender as follows:




          (a) this Amendment has been duly authorized, executed and delivered by each Borrower and
constitutes the legal, valid and binding obligation of each Borrower, enforceable against each
Borrower in accordance with its terms, and the Credit Agreement as amended by this Amendment
constitutes the legal, valid and binding obligation of each Borrower, enforceable against each
Borrower in accordance with its terms;




          (b) each of the representations and warranties contained in Section 3 (Representations and
Warranties) of the Credit Agreement, the other Loan Documents or in any certificate, document or
financial or other statement furnished at any time under or in connection therewith is true and
correct in all material respects on and as of the date hereof as if made on and as of such date
and except to the extent that such representations and warranties specifically relate to a
specific date, in which case such representations and warranties shall be true and correct in all
material respects as of such specific date; provided, however, that references therein to the
“Credit Agreement” shall be deemed to refer to the Credit Agreement as amended hereby (if
applicable);




          (c) no Default or Event of Default has occurred and is continuing; and




          (d) no litigation has been commenced against any Loan Party or any of its
Subsidiaries seeking to restrain or enjoin (whether temporarily, preliminarily or
permanently) the
performance of any action by any Loan Party required or contemplated by this Amendment, the
Credit
Agreement or any Loan Document, in each case as amended hereby (if applicable).




     Section 5. Fees and Expenses



          (a) The Borrowers and each other Loan Party agree to pay on demand in accordance with the
terms of Section 9.5 (Payment of Expenses) of the Credit Agreement all reasonable out of pocket
costs and expenses of the Administrative Agent in connection with the preparation,





4









 








Amendment No. 4 to

Credit Agreement



reproduction, execution and delivery of this Amendment and all other Loan Documents entered into in
connection herewith.




     Section 6. Reference to the Effect on the Loan Documents



          (a) As of the date hereof, each reference in the Credit Agreement to “this Agreement,”
“hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Loan
Documents to the Credit Agreement (including, without limitation, by means of words like
“thereunder”, “thereof” and words of like import), shall mean and be a reference to the Credit
Agreement as modified hereby, and this Amendment and the Credit Agreement shall be read together
and construed as a single instrument. Each of the table of contents and lists of Exhibits and
Schedules of the Credit Agreement shall be amended to reflect the changes made in this Amendment
as of the date hereof.




          (b) Except as expressly modified hereby, all of the terms and provisions of the Credit
Agreement and all other Loan Documents are and shall remain in full force and effect and are
hereby ratified and confirmed.




          (c) The execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of the Lenders or the
Administrative Agent under any of the Loan Documents, nor constitute a waiver or amendment of any
other provision of any of the Loan Documents or for any purpose except as expressly set forth
herein.




          (d) This Amendment shall be deemed a Loan Document.




     Section 7. Execution in Counterparts



          This Amendment may be executed in any number of counterparts and by different parties in
separate counterpart (including by facsimile), each of which when so executed shall be deemed to
be an original and all of which taken together shall constitute one and the same agreement.
Signature pages may be detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are attached to the same document. Delivery of an executed
counterpart by telecopy shall be effective as delivery of a manually executed counterpart of this
Amendment.




     Section 8. Governing Law



          This Amendment shall be governed by and construed in accordance with the law of the State of
New York.




     Section 9. Section Titles



          The Section titles contained in this Amendment are and shall be without substantive meaning
or content of any kind whatsoever and are not a part of the agreement between the parties hereto.




     Section 10. Notices



          All communications and notices hereunder shall be given as provided in the Credit Agreement.





5









 








Amendment No. 4 to

Credit Agreement




     Section 11. Severability



          The fact that any term or provision of this Agreement is held invalid, illegal or
unenforceable as to any person in any situation in any jurisdiction shall not affect the validity,
enforceability or legality of the remaining terms or provisions hereof or the validity,
enforceability or legality of such offending term or provision in any other situation or
jurisdiction or as applied to any person.




     Section 12. Successors



          The terms of this Amendment shall be binding upon, and shall inure to the benefit of, the
Lenders, the other parties hereto and their respective successors and assigns.




     Section 13. Waiver of Jury Trial



          Each of the parties hereto irrevocably waives trial by jury in any action or proceeding with
respect to this Amendment or any other Loan Document.



[Signature Pages Follow]




6









 







          In Witness Whereof, the parties hereto have caused this Amendment to be executed by their
respective officers thereunto duly authorized, as of the date first written above.




	 	 	 	 	 	 	 
	 	 	MVC Capital, Inc.

as Borrower	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	 
 


	 	 
	 

	 	Title:
	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	MVC Financial Services, Inc.

as Borrower	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	 
 


	 	 
	 

	 	Title:
	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Guggenheim Corporate Funding, LLC,

as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 






[Signature page to Amendment No. 4]




 









 






	 	 	 	 	 	 	 
	 	 	Midland National Life Insurance Company, 
as Lender	 	 
	 
	 	 	 	 	 	 
	 	 	By: Guggenheim Partners Advisory Company, its agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	 
 


	 	 
	 

	 	Title:
	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	North American Company for Life and health Insurance, 
as Lender	 	 
	 
	 	 	 	 	 	 
	 	 	By: Guggenheim Partners Advisory Company, its agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	 
 


	 	 
	 

	 	Title:
	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Sands Point Funding Ltd., as Lender	 	 
	 
	 	 	 	 	 	 
	 	 	By: Guggenheim Investment Management, LLC,
its Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	 
 


	 	 
	 

	 	Title:
	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Copper River CLO Ltd., as Lender	 	 
	 
	 	 	 	 	 	 
	 	 	By: Guggenheim Investment Management, LLC, 
its Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	 
 


	 	 
	 

	 	Title:
	 	 	 	 






[Signature page to Amendment No. 4]




 









 





	 	 	 	 	 	 	 
	 	 	Kennecott Funding Ltd., as Lender	 	 
	 
	 	 	 	 	 	 
	 	 	By: Guggenheim Investment Management, LLC,
 its Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	 
 


	 	 
	 

	 	Title:
	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Green Lane CLO Ltd., as Lender	 	 
	 
	 	 	 	 	 	 
	 	 	By: Guggenheim
Investment Management, LLC, 
its Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	 
 


	 	 
	 

	 	Title:
	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Iron Hill CLO Limited, as Lender	 	 
	 
	 	 	 	 	 	 
	 	 	By: Guggenheim Partners
Europe Limited,  its Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 







ii











 





Execution Copy




Amendment No. 5 to Credit Agreement




          This Amendment No. 5 to Credit agreement, dated as of October 31, 2008
(this “Amendment”), among MVC CAPITAL, INC., a Delaware corporation (the “Company”), MVC
FINANCIAL SERVICES, INC., a Delaware corporation (“MVCFS”, and together with the Company, each a
“Borrower”, and collectively, the “Borrowers”), the Lenders identified on the
signature pages hereto (the “Lenders”), and GUGGENHEIM CORPORATE FUNDING, LLC, as
administrative agent for the lenders (in such capacity, the “Administrative Agent”),
amends certain provisions of the Credit Agreement, dated as of April 27, 2006 (as amended to the
date hereof and as the same may be further amended, supplemented or otherwise modified from time
to time, the “Credit Agreement”) among the Borrowers, the institutions from time to time
party thereto as Lenders (the “Lenders”), and the Administrative Agent. Capitalized terms
used herein and not otherwise defined herein shall have the meanings ascribed to them in the
Credit Agreement.




W 
i  t  n  e  s  s  e  t  h:




          Whereas, the Borrowers have requested that the Lenders amend the Credit Agreement in certain
respects as set forth below; and




          Whereas, the Lenders have agreed, subject to the terms and conditions hereinafter set forth,
to amend the Credit Agreement in certain respects as set forth below;




          Now, Therefore, in consideration of the premises and the covenants and obligations contained
herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:




     Section 1. Amendments to the Credit Agreement



          The Credit Agreement is, effective as of the Amendment Effective Date (as defined below) and
subject to the satisfaction (or due waiver) of the conditions set forth in Section 2 (Conditions
Precedent to the Effectiveness of this Amendment) hereof, hereby amended as follows:




          (a) Amendments to Section 1 (Definitions)





               (i) Section 1.1 (Defined Terms) of the Credit Agreement
is hereby amended by inserting the following definitions in such Section 1.1 in the
appropriate place to preserve the alphabetical order of the definitions in such
Section 1.1 (and the following definitions shall replace in their entirety existing
definitions for the corresponding terms in such Section 1.1, as applicable):



          “Consolidated Debt”: as of any date of determination thereof, the aggregate unpaid
amount of all Indebtedness (including, without limitation, any Portfolio Company Guaranty
Indebtedness) of the Company and its Consolidated Subsidiaries determined on a consolidated basis
in accordance with GAAP and denominated in U.S. dollars after giving effect to the applicable
Exchange Rate.




          “Exchange Rate”: the market rate at which any foreign currency denominated loans
(including, without limitation, those made in Euros and Czech Koruna) are exchangeable into United
States dollars as of the last day of any fiscal quarter of the Company, as evidenced by the Foreign
Currency Exchange Rates section of the Wall Street Journal as of such date.





 









 








Amendment No. 5 to

Credit agreement




          “Mortgage 1”: that certain capital loan from Erste Bank der oesterreichischen
Sparkassen AG to Autowelt & Service Austria GmbH, a wholly-owned subsidiary of MVC Automotive,
dated January 16, 2008, in the original principal amount of €4,000,000, as guaranteed by the
Company.




          “Mortgage 2”: (i) that certain capital loan from Rabobank Nederland to FRE Netherland
B.V., a wholly-owned subsidiary of MVC Automotive, dated January 15, 2008, in the original
principal amount of €2,500,000; and (ii) that certain loan from Rabobank Nederland to FRE
Netherland B.V., dated January 15, 2008, in the original principal amount of €4,000,000, each as
guaranteed by the Company.




          “Mortgage
3”: that certain loan from Nordea Bank Finland P1c Latvijas
filiāle, dated
July 19, 2007, to SIA Tekers Invest, a wholly-owned subsidiary of MVC Automotive, in the original
principal amount of €1,500,000, as guaranteed by the Company.




          “Mortgage 4”: that certain loan from ING Bank N.V. to Auto MOTOL BENI, a wholly-owned
subsidiary of MVC Automotive, dated September 9, 2008, for CZK 35,000,000, as guaranteed by the
Company.




          “MVC Automotive”: MVC Automotive Group B.V., a company established under the laws of
the Netherlands.




          “Portfolio Company Guaranty Indebtedness”: any Guarantee Obligation by any Loan Party
with respect to Indebtedness of: (i) MVC Automotive or its subsidiaries, with respect to Mortgage
1, Mortgage 2 and Mortgage 3, in a total aggregate principal amount not to exceed €12,000,000 and
permanently decreased by any reduction, repayment, refinancing or replacement thereof; and (ii)
Auto MOTOL BENI with respect to Mortgage 4, in an aggregate principal amount not to exceed CZK
35,000,000 and permanently decreased by any reduction, repayment, refinancing or replacement
thereof.




          (b) Amendments to Section 6 (Negative Covenants)





               (i)
Section 6.1 (Financial Conditions Covenants) of the
Credit Agreement is hereby amended and restated in its entirety to read as
follows:



          (a) Minimum Consolidated Shareholders’ Equity. Permit Consolidated Shareholders’
Equity (excluding: (i) any Indebtedness pursuant to the BB&T Credit Facility; and (ii) any BB&T
Investments) to be less than (a) $168,334,946 plus (b) 75% of the cumulative Net Proceeds of
Capital Stock/Conversion of Debt received at any time after the date of the Closing Date
(excluding the Net Proceeds of Capital Stock/Conversion of Debt by a Consolidated Subsidiary to
another Consolidated Subsidiary or to the Company);




          (b) Interest Coverage Ratio. Permit the ratio of EBIT (excluding any interest or
other income received on account of the BB&T Investments) to Interest Expense (excluding all
Interest Expense related to the Indebtedness pursuant to the BB&T Credit Facility) of the Company
and its Consolidated Subsidiaries, determined on a consolidated basis as of the last day of each
fiscal quarter for the period of four consecutive fiscal quarters ended on such day, to be less
than 2.25 to 1.0.




          (c) Debt to Equity Ratio. Permit the ratio of Consolidated Debt (excluding all
Indebtedness pursuant to the BB&T Credit Facility) to Consolidated Shareholder’s Equity
(excluding (i)




2









 





Amendment No. 5 to

Credit Agreement



all Indebtedness pursuant to the BB&T Credit Facility and (ii) BB&T Investments) to exceed 1.0 to
1.0 as of the last day of any fiscal quarter.




          (d) Asset Coverage.




          (i) Permit the ratio of Total Assets (excluding any BB&T Investments in the BB&T Account) to
Consolidated Debt (excluding all Indebtedness pursuant to the BB&T Credit Facility) to be less
than 2.5 to 1.0 as of the last day of any fiscal quarter.




          (ii) Permit the ratio of (1) the sum of Unrestricted Cash (excluding any BB&T Investments
that are Cash Equivalents) plus Eligible Debt Investments to (2) Consolidated Debt
(excluding all Indebtedness pursuant to the BB&T Credit Facility) to be less than 1.5 to 1.0 as of
the last day of any fiscal quarter. For the avoidance of doubt, it is the intent of the Parties
that all Indebtedness pursuant to the BB&T Credit Facility, as well as all BB&T Investments and
assets in the BB&T Account be disregarded for the purposes of calculating all financial covenants
contained in this Section 6.1.





               (ii) Section 6.2 (Limitation on Indebtedness) of the Credit Agreement is
hereby amended by deleting the word “and” after the semi-colon at the end of
clause (e) thereof, renaming clause (f) as clause (g) and by inserting the
following new clause (f) immediately before such clause (g);



               (f) Portfolio Company Guaranty Indebtedness; and



     Section 2. Conditions Precedent to the Effectiveness of this Amendment



          This Amendment shall become effective as of the date first written above (such date, the
“Amendment Effective Date”) when, and only when, the Administrative Agent shall have
received this Amendment, duly executed by the Borrowers, the Administrative Agent and the Lenders
constituting the Required Lenders.




     Section 3. Representations and Warranties



          On and as of the date hereof, after giving effect to this Amendment, the Borrowers hereby
represent and warrant to the Administrative Agent and each Lender as follows:




          (a) this Amendment has been duly authorized, executed and delivered by each Borrower and
constitutes the legal, valid and binding obligation of each Borrower, enforceable against each
Borrower in accordance with its terms, and the Credit Agreement as amended by this Amendment
constitutes the legal, valid and binding obligation of each Borrower, enforceable against each
Borrower in accordance with its terms;




          (b) each of the representations and warranties contained in Section 3 (Representations and
Warranties) of the Credit Agreement, the other Loan Documents or in any certificate, document or
financial or other statement furnished at any time under or in connection therewith is true and
correct in all material respects on and as of the date hereof as if made on and as of such date and
except to the extent that such representations and warranties specifically relate to a specific
date, in which case such representations and warranties shall be true and correct in all material
respects as of such specific date; provided, however, that references therein to the “Credit
Agreement” shall be deemed to refer to the Credit Agreement as amended hereby (if applicable);






3









 








Amendment No. 5 to

Credit Agreement




          (c) no Default or Event of Default has occurred and is continuing; and




          (d) no litigation has been commenced against any Loan Party or any of its Subsidiaries
seeking to restrain or enjoin (whether temporarily, preliminarily or permanently) the performance
of any action by any Loan Party required or contemplated by this Amendment, the Credit Agreement
or any Loan Document, in each case as amended hereby (if applicable).




     Section 4. Fees and Expenses



          (a) The Borrowers and each other Loan Party agree to pay on demand in accordance with the
terms of Section 9.5 (Payment of Expenses) of the Credit Agreement all reasonable out of pocket
costs and expenses of the Administrative Agent in connection with the preparation, reproduction,
execution and delivery of this Amendment and all other Loan Documents entered into in connection
herewith.




     Section 5. Reference to the Effect on the Loan Documents



          (a) As of the date hereof, each reference in the Credit Agreement to “this Agreement,”
“hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Loan
Documents to the Credit Agreement (including, without limitation, by means of words like
“thereunder”, “thereof and words of like import), shall mean and be a reference to the Credit
Agreement as modified hereby, and this Amendment and the Credit Agreement shall be read together
and construed as a single instrument. Each of the table of contents and lists of Exhibits and
Schedules of the Credit Agreement shall be amended to reflect the changes made in this Amendment as
of the date hereof.




          (b) Except as expressly modified hereby, all of the terms and provisions of the Credit
Agreement and all other Loan Documents are and shall remain in full force and effect and are
hereby ratified and confirmed.




          (c) The execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of the Lenders or the
Administrative Agent under any of the Loan Documents, nor constitute a waiver or amendment of any
other provision of any of the Loan Documents or for any purpose except as expressly set forth
herein.




          (d) This Amendment shall be deemed a Loan Document.




     Section 6. Execution in Counterparts



          This Amendment may be executed in any number of counterparts and by different parties in
separate counterpart (including by facsimile), each of which when so executed shall be deemed to
be an original and all of which taken together shall constitute one and the same agreement.
Signature pages may be detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are attached to the same document. Delivery of an executed
counterpart by telecopy shall be effective as delivery of a manually executed counterpart of this
Amendment.




     Section 7. Governing Law



          This Amendment shall be governed by and construed in accordance with the law of the State of
New York.




4









 





Amendment No. 5 to

Credit Agreement




     Section 8. Section Titles



          The Section titles contained in this Amendment are and shall be without substantive meaning
or content of any kind whatsoever and are not a part of the agreement between the parties hereto.




     Section 9. Notices



          All communications and notices hereunder shall be given as provided in the Credit Agreement.




     Section 10. Severability



          The fact that any term or provision of this Agreement is held invalid, illegal or
unenforceable as to any person in any situation in any jurisdiction shall not affect the validity,
enforceability or legality of the remaining terms or provisions hereof or the validity,
enforceability or legality of such offending term or provision in any other situation or
jurisdiction or as applied to any person.




     Section 11. Successors



          The terms of this Amendment shall be binding upon, and shall inure to the benefit of, the
Lenders, the other parties hereto and their respective successors and assigns.




     Section 12. Waiver of Jury Trial



          Each of the parties hereto irrevocably waives trial by jury in any action or proceeding with
respect to this Amendment or any other Loan Document.




[Signature Pages Follow]




5









 





          In Witness Whereof, the parties hereto have caused this Amendment to be executed by their
respective officers thereunto duly authorized, as of the date first written above.




	 	 	 	 	 	 	 
	 	 	MVC Capital, Inc.

as Borrower	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	Name:
	 	 


	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	MVC Financial Services, Inc.

as Borrower	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	Name:
	 	 


	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Guggenheim Corporate Funding,LLC,

as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 






[Signature page to Amendment No. 5]




 









 







	 	 	 	 	 	 	 
	 	 	Midland National Life Insurance Company, 
as Lender	 	 
	 
	 	 	 	 	 	 
	 	 	By: Guggenheim Partners Advisory Company, its agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	 
 


	 	 
	 

	 	Title:
	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	North American Company for Life and health Insurance, 
as Lender	 	 
	 
	 	 	 	 	 	 
	 	 	By: Guggenheim Partners Advisory Company, its agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	 
 


	 	 
	 

	 	Title:
	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Sands Point Funding Ltd., as Lender	 	 
	 
	 	 	 	 	 	 
	 	 	By: Guggenheim Investment Management, LLC,
its Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	 
 


	 	 
	 

	 	Title:
	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Copper River CLO Ltd., as Lender	 	 
	 
	 	 	 	 	 	 
	 	 	By: Guggenheim Investment Management, LLC, 
its Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	 
 


	 	 
	 

	 	Title:
	 	 	 	 






[Signature page to Amendment No. 5]




 









 







	 	 	 	 	 	 	 
	 	 	Kennecott Funding Ltd., as Lender	 	 
	 
	 	 	 	 	 	 
	 	 	By: Guggenheim Investment Management, LLC,
 its Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	 
 


	 	 
	 

	 	Title:
	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Green Lane CLO Ltd., as Lender	 	 
	 
	 	 	 	 	 	 
	 	 	By: Guggenheim Investment Management, LLC, 
its Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	 
 


	 	 
	 

	 	Title:
	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Iron Hill CLO Limited, as Lender	 	 
	 
	 	 	 	 	 	 
	 	 	By: Guggenheim Partners Europe Limited, its Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	 
 


	 	 
	 

	 	Title:
	 	 	 	 
	 

	 	 	 	 	 	 






[Signature page to Amendment No. 5]