Portfolio Investment Quoted UnquotedPerforming Unsecured Bank Loans  65%  55%Performing Non-Cash Pay Bank Loans  55%  45%Performing Cash Pay High YieldSecurities  60%  50%Performing Cash Pay MezzanineInvestments  55%  45%Performing MLP Units  50%  — Performing MLP Units - Private MLP(and Performing MLP Warrants directly linked to such units)  —   40%Performing Non-Cash Pay High YieldSecurities  50%  40%Performing Common Equity, Warrants(other than the MLP Warrants), andMLP Subordinated Units  45%  40%Performing Non-Cash Pay MezzanineInvestments and the “in-the-money”equity component of any convertibledebt Securities constitutingMezzanine Investments that areconvertible at the holder’s option  45%  35%Non-Performing First Lien Bank Loans  35%  0%Non-Performing Second Lien Bank Loans  25%  0%Non-Performing High Yield Securities  25%  0%Non-Performing Unsecured Bank Loans  20%  0%Non-Performing Mezzanine Investments  15%  0%     (b) Section 1.1 of the Credit Agreement is hereby amended by deleting the definition of“***Performing MLP Units***” in its entirety and replace it with the following:     “***Performing MLP Units***” means MLP Units (a) as to which, at the time of determination, not lessthan 80% of the minimum quarterly distribution for the most recent fiscal quarter period thenending for such issuer of such MLP Units has been paid in cash (or in the case of Kinder, Enbridgeor similar investments included in the definition of MLP Units, additional shares), (b) for which,the issuer of such MLP Units shall have at least one class of units traded on a national stockexchange in the United States of America and (c) which are Performing.     (c) Section 1.1 of the Credit Agreement is hereby amended by inserting the followingdefinition:
 

 
     “***Performing MLP Units-Private MLP***” means MLP Units (a) as to which, at the time ofdetermination, not less than 80% of the minimum quarterly distribution for the most recent fiscalquarter period then ending for such issuer of such MLP Units has been paid in cash, (b) for which,the issuer of such MLP Units shall not have any class of units traded on a national stock exchangein the United States of America and (c) which are Performing.     (d) Section 5.13 of the Credit Agreement is hereby amended by replacing subsection (c) ofsuch Section in its entirety with the following: (c) the portion of the Borrowing Base attributable to the aggregate amount ofunquoted Performing MLP Units-Private MLP (and associated MLP Warrants directly linkedto such units (the “MLP Warrants”)), unquoted or private Performing CommonEquity, MLP Subordinated Units, Performing Non-Cash Pay Bank Loans, Non-Performing BankLoans, Non-Performing High Yield Securities, Non-Performing Mezzanine Investments, andWarrants (other than the MLP Warrants) shall not exceed 45% of the total BorrowingBase, and the Borrowing Base shall be reduced to the extent such portion exceeds 45% ofthe total Borrowing Base; provided, that, in no event shall the portionof the Borrowing Base attributable to the aggregate amount of unquoted or privatePerforming Common Equity, MLP Subordinated Units, Performing Non-Cash Pay Bank Loans,Non-Performing Bank Loans, Non-Performing High Yield Securities, Non-PerformingMezzanine Investments, and Warrants (other than the MLP Warrants) exceed 20% of thetotal Borrowing Base and the Borrowing Base shall be reduced to the extent such portionwould otherwise exceed 20% of the total Borrowing Base; provided,further, in no event shall the portion of the Borrowing Base attributable tothe aggregate amount of Non-Performing Bank Loans, Non-Performing High YieldSecurities, Non-Performing Mezzanine Investments, and Warrants (other than the MLPWarrants) exceed 10% of the total Borrowing Base, and the Borrowing Base shall bereduced to the extent such portion exceeds 10% of the total Borrowing Base;     (e) Section 5.13 of the Credit Agreement is hereby amended by inserting “; and” to the end ofsubsection (k) and the following subsection (l) to such Section:     (l) the portion of Borrowing Base attributable to any Portfolio Investment, other than Cash,Cash Equivalents, Short-Term U.S. Government Securities and Long-Term U.S. Government Securities(including any issuers in a consolidated group of corporations or other entities) shall not exceed10% of the Revolving Commitment Amount.     2. **Representations and Warranties****.**To induce the Lenders and the Administrative Agentto enter into this Amendment, the Borrower hereby represents and warrants to the Lenders and theAdministrative Agent:     (a) The Borrower (i) is duly organized, validly existing and in good standing as acorporation, partnership or limited liability company under the laws of the jurisdiction of itsorganization, (ii) has all requisite power and authority to carry on its business as now conducted,and (iii) is duly qualified to do business, and is in good standing, in each jurisdiction wheresuch
 

 
qualification is required, except where a failure to be so qualified would not reasonably beexpected to result in a Material Adverse Effect;     (b) The execution, delivery and performance by the Borrower of the Loan Documents is withinits organizational powers and has been duly authorized by all necessary organizational, and ifrequired, shareholder, partner or member, action;     (c) The execution, delivery and performance by the Borrower of this Agreement (i) does notrequire any consent or approval of, registration or filing with, or any action by, any GovernmentalAuthority, except those as have been obtained or made and are in full force and effect; (ii) willnot violate any Requirements of Law or any judgment, order or ruling of any Governmental Authority,and (iii) will not violate or result in a default under any indenture, material agreement or othermaterial instrument binding on the Parent or any of its assets or give rise to a right thereunderto require any payment to be made by the Borrower;     (d) This Amendment has been duly executed and delivered for the benefit of or on behalf of theBorrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable againstthe Borrower in accordance with its terms except as the enforceability hereof may be limited bybankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors’ rights andremedies in general; and     (e) After giving effect to this Amendment, the representations and warranties contained in theCredit Agreement and the other Loan Documents are true and correct in all material respects, and noDefault or Event of Default has occurred and is continuing as of the date hereof.     3. **Reaffirmations and Acknowledgments****.**     Acknowledgment of Perfection of Security Interest. The Borrower hereby acknowledgesthat, as of the date hereof, the security interests and liens granted to the Administrative Agentand the Lenders under the Credit Agreement and the other Loan Documents are in full force andeffect, are properly perfected and are enforceable in accordance with the terms of the CreditAgreement and the other Loan Documents.     4. **Effect of Amendment**. Except as set forth expressly herein, all terms of the CreditAgreement, as amended hereby, and the other Loan Documents shall be and remain in full force andeffect and shall constitute the legal, valid, binding and enforceable obligations of the Borrowerto the Lenders and the Administrative Agent. The execution, delivery and effectiveness of thisAmendment shall not, except as expressly provided herein, operate as a waiver of any right, poweror remedy of the Lenders under the Credit Agreement, nor constitute a waiver of any provision ofthe Credit Agreement. This Amendment shall constitute a Loan Document for all purposes of theCredit Agreement.     5. **Governing Law****.**This Amendment shall be governed by, and construed in accordancewith, the internal laws of the State of New York and all applicable federal laws of the UnitedStates of America.
 

 
     6. **No Novation****.**This Amendment is not intended by the parties to be, and shall not beconstrued to be, a novation of the Credit Agreement or an accord and satisfaction in regardthereto.     7. **Costs and Expenses**. The Borrower agrees to pay on demand all costs and expenses ofthe Administrative Agent in connection with the preparation, execution and delivery of thisAmendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outsidecounsel for the Administrative Agent with respect thereto.     8. **Counterparts****.**This Amendment may be executed by one or more of the parties heretoin any number of separate counterparts, each of which shall be deemed an original and all of which,taken together, shall be deemed to constitute one and the same instrument. Delivery of an executedcounterpart of this Amendment by facsimile transmission or by electronic mail in pdf form shall beas effective as delivery of a manually executed counterpart hereof.     9. **Binding Nature****.**This Amendment shall be binding upon and inure to the benefit ofthe parties hereto, their respective successors, successors-in-titles, and assigns.     10. **Entire Understanding****.**This Amendment sets forth the entire understanding of theparties with respect to the matters set forth herein, and shall supersede any prior negotiations oragreements, whether written or oral, with respect thereto.[*Signature Pages To Follow*]
 

 
     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, underseal, by their authorized officers as of the day and year first above written.      **BORROWER:**