AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 28, 2009 among ALLIED CAPITAL CORPORATION,Borrower

Exhibit 10.2

AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of August 28, 2009

among
ALLIED CAPITAL CORPORATION ,
Borrower

BANK OF AMERICA, N.A. ,
Administrative Agent

BRANCH BANKING AND TRUST COMPANY ,
Syndication Agent

SUNTRUST BANK
Documentation Agent

DEUTSCHE BANK AG NEW YORK BRANCH ,

MORGAN STANLEY BANK
and
PNC BANK, NATIONAL ASSOCIATION
Managing Agents

and
LENDERS NAMED HEREIN,
Lenders

BANC OF AMERICA SECURITIES LLC,
Sole Lead Arranger and Sole Book Manager
TABLE OF CONTENTS

Page

12.4 Successors and Assigns. 85

12.5 Amendments, Etc. 87

12.6 Nonliability of Agent and Lenders 88

12.7 Confidentiality 89

12.8 INDEMNIFICATION. 89

12.9 Severability of Provisions 90

12.10 Waiver. 90

12.11 Release. 92

12.12 Governing Law 94

12.13 Counterparts 94

12.14 Entirety 94

12.15 Construction 94

12.16 Discharge Only Upon Payment in Full 94

12.17 Payments Set Aside 95

12.18 USA Patriot Act 95

12.19 INTERCREDITOR AGREEMENT. 95

AMENDED AND RESTATED CREDIT AGREEMENT

THIS AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of August 28, 2009, by and among ALLIED CAPITAL CORPORATION , a corporation organized under the laws of the State of Maryland (“ Borrower ”), the Lenders (hereinafter defined), certain Agents (hereinafter defined), and BANK OF AMERICA, N.A. , as a Lender and as Administrative Agent (hereinafter defined) for itself and the other Lenders.

RECITALS

A. Borrower, Administrative Agent, Agents and Lenders are parties to that certain Credit Agreement dated as of April 9, 2008 (as amended by the First Amendment to Credit Agreement dated as of December 30, 2008, the Consent to Extension of Collateral Effective Date dated as of January 30, 2009, the Consent to Second Extension of Collateral Effective Date dated as of February 6, 2009, the commitment reduction letter dated March 26, 2009, and the commitment reduction letter dated July 14, 2009, the “ Existing Credit Agreement ”).

B. Pursuant to the terms of the Existing Credit Agreement, the Lenders have made Revolving Loans (as defined in the Existing Credit Agreement) and LC Issuer has issued the Existing LCs.

C. Certain Events of Default under and as defined in the Existing Credit Agreement have occurred and are continuing as of the date hereof, including those referenced in the commitment reduction letter dated July 14, 2009 (collectively, together with the Applicable Events of Default (hereinafter defined), the “ Existing Defaults ”).

D. Borrower has requested that the Lenders waive the Existing Defaults, restructure the obligations under the Existing Credit Agreement, and amend certain terms and conditions of the Existing Credit Agreement, and the Lenders and Administrative Agent have agreed to do so in accordance with the terms and conditions of this Agreement, which amends and restates the Existing Credit Agreement in its entirety.

Accordingly, in consideration of the mutual covenants contained herein, Borrower, Agents, Administrative Agent, and Lenders agree that the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

Definitions . As used herein:

“Adequate Rating” means a senior unsecured debt rating of A- or higher by Standard & Poor’s Rating Services or Fitch Ratings, or a rating of A3 or higher by Moody’s Investors Services.

“Adjusted EBIT” means, for any period with respect to Borrower and its Consolidated Subsidiaries on a consolidated basis, income after deduction of all expenses and other proper charges other than Taxes, Interest Expense and non-cash employee stock options expense and excluding (a) net realized gains or losses, (b) net change in unrealized appreciation or depreciation, (c) gains on re-purchases of Debt, and (d) the amount of interest paid-in-kind ( “PIK” ) to the extent such amount exceeds the sum of (i) PIK interest collected in cash and (ii) realized gains collected in cash (net of realized losses); provided that the amount determined pursuant to this clause (d)(ii) shall not be less than 0, all as determined in accordance with GAAP.

“Adjusted Eurodollar Rate” means, for any Eurodollar Loan for any Interest Period therefor, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) determined by Administrative Agent to be equal to the quotient obtained by dividing (a) the Eurodollar Rate for such Eurodollar Loan for such Interest Period by (b) one minus the Reserve Requirement for such Eurodollar Loan for such Interest Period.

“Adjusted Interest Expense” means, for any period with respect to Borrower and its Consolidated Subsidiaries on a consolidated basis, cash interest paid in respect of the stated rate of interest (including any default rate of interest, if applicable) applicable to any Debt. For the avoidance of doubt, “ Adjusted Interest Expense ” shall not include the fees set forth in Section 3.8 to the extent paid on the Closing Date, any other expenses incurred by Borrower or any of its Consolidated Subsidiaries in connection with the closing of this Agreement (including, but not limited to, any amounts paid by Borrower pursuant to Section 3.8(g) ), and any expenses incurred by Borrower or its Consolidated Subsidiaries in connection with the closing of the Senior Note Agreement (including, without limitation, the Make-Whole Fee and the Closing Restructuring Fee (each as defined in the Senior Note Agreement and as used herein as therein defined) and the amounts paid to the Existing Noteholders pursuant to Section 5.14(e)(ii) of the Senior Note Agreement (but solely if the condition set forth in Section 10.4 of the Senior Note Agreement is satisfied), in each case to the extent included in the calculation of “ Interest Expense ” as such term is used in the definition of “ Adjusted EBIT ”.

“Administrative Agent” means Bank of America, N.A., and its permitted successors or assigns as “ Administrative Agent ” for Lenders under this Agreement.

“Administrative Questionnaire” means an Administrative Questionnaire substantially in the form of Exhibit A-2 or any other form approved by Administrative Agent.

“Affected Lender” has the meaning given that term in Section 4.7 .

“Affiliate” means, (a) as to Borrower or any Consolidated Subsidiary, any Person (other than a Consolidated Subsidiary or Portfolio Company) which directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with, Borrower or such Consolidated Subsidiary; and (b) as to any other Person, any Person which (i) directly or indirectly, or through one or more intermediaries controls, or is controlled by, or is under common control with, such Person, (ii) beneficially owns or holds 5.0% or more of any class of the Voting Stock of such Person, or (iii) 5.0% or more of the Voting Stock (or in the case of a Person which is not a corporation, 5.0% or more of the Equity Interest) of which is beneficially owned by such Person. For purposes of this definition, (x) “ control ” (including with correlative meanings, the terms “ controlling ,” “ controlled by ,” and “ under common control with ”) means the possession directly or indirectly of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of Voting Stock, by contract, or otherwise, other than by investment advisory contracts entered into in the ordinary course of business of Borrower or a Consolidated Subsidiary of Borrower, and (y) neither Administrative Agent nor any Lender shall be deemed to be an “ Affiliate ” of Borrower.

“Agents” means, collectively, Syndication Agent, Documentation Agent, and Managing Agents.

“Agreement” means this Amended and Restated Credit Agreement (as the same may hereafter be amended, modified, supplemented, or restated from time to time).

“Agreement Date” means the date as of which this Agreement is dated.

“Anti-Terrorism Order” means Executive Order No. 13,224 of September 24, 2001, Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism, 66 U.S. Fed. Reg. 49, 079 (2001), as amended.

“Applicable Debt” means (a) Outstanding Public Debt, (b) Debt under the Senior Notes, and (c) Debt in an aggregate principal amount of $25,000,000 or more.

“Applicable Events of Default” has the meaning given such term in Section 12.10 .

“Applicable Law” means all applicable provisions of constitutions, statutes, rules, regulations, and orders of all governmental bodies and all applicable orders and decrees of all courts, tribunals, and arbitrators.

“Applicable Rate” means (a) 5.50% per annum for Eurodollar Loans and 4.50% per annum for Base Rate Loans for the period from the Closing Date through December 31, 2009, and (b) thereafter, 6.00% per annum for Eurodollar Loans and 5.00% per annum for Base Rate Loans.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender, or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arm’s-Length Transaction” means, at any time and with respect to any property, an arm’s-length sale at such time between an informed and willing buyer and an informed and willing seller.

“Arranger” means Banc of America Securities LLC and its successors and assignees in its capacity as “ Lead Arranger ” and “ Book Manager .”

“Asset Coverage Ratio” shall mean, on a consolidated basis for Borrower and its Consolidated Subsidiaries, the ratio which the value of total assets, less all liabilities and indebtedness not represented by Senior Securities (all as determined pursuant to the Investment Company Act and any orders of the Securities and Exchange Commission issued to Borrower thereunder), bears to the aggregate amount of Senior Securities representing indebtedness of Borrower and its Consolidated Subsidiaries.

“Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investor advisor.

“Assignment and Assumption” means an Assignment and Assumption agreement among a Lender, an Eligible Assignee, and Administrative Agent, substantially in the form of Exhibit A-1 or such other form as may be agreed to by such Lender, such Eligible Assignee, and Administrative Agent.

“Assignment Fee” means a processing and recordation fee charged by Administrative Agent for each assignment in the amount of $3,500.

“Attorney Costs” means and includes all reasonable fees, expenses, and disbursements of any law firm or other external counsel.

“Bank of America” means Bank of America, N.A. and its permitted successors and assigns.

“Base Rate” means, for any day, a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate for such day plus one-half of one percent (0.5%), (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “ prime rate ”, and (c) four percent (4.0%) per annum. The “ prime rate ” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions, and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

“Base Rate Loan” means a Loan bearing interest at a rate based on the Base Rate.

“Book Value” means, at any date of determination with respect to any asset, the value thereof as the same would be reflected on a consolidated balance sheet of Borrower and its Consolidated Subsidiaries as at such time prepared in accordance with GAAP.

“Borrower” is defined in the preamble to this Agreement and includes any permitted successors or assigns of Borrower.

“Borrower Materials” means all materials and/or information provided by or on behalf of Borrower to Administrative Agent and/or Arranger.

“ Borrower’s Knowledge ” means the actual knowledge of the senior officers set forth on Schedule 3 hereto.

“Business Day” means (a) any day other than a Saturday, Sunday, or other day on which banks in New York City, New York, Dallas, Texas, or the state in which the Principal Office of Administrative Agent is located are authorized or required to close and (b) in addition to the foregoing, with reference to a Eurodollar Loan, any such day that is also a day on which dealings in Dollar deposits are carried out in the London interbank market and commercial banks are open for international business in London.

“Capitalized Lease” shall mean any lease the obligation for Rentals with respect to which is required to be capitalized on a consolidated balance sheet of the lessee and its Consolidated Subsidiaries in accordance with GAAP.

“Capitalized Rentals” of any Person shall mean as of the date of any determination thereof the amount at which the aggregate Rentals due and to become due under all Capitalized Leases under which such Person is a lessee would be reflected as a liability on a consolidated balance sheet of such Person.

“Cash Collateralize” means to pledge and deposit cash with Administrative Agent or the Collateral Agent, for the benefit of LC Issuer, Administrative Agent, and the Lenders (and, if required by the Intercreditor Agreement, for the benefit of all Secured Parties as defined in the Intercreditor Agreement), as collateral for the LC Exposure and the other Obligations, as may be required herein or by the terms of the other Loan Documents, pursuant to documentation in form and substance reasonably satisfactory to Administrative Agent and LC Issuer. Derivatives of such word shall have corresponding meanings.

“Cash Management Bank” means any Person that, at the time it enters into a Cash Management Services Agreement, is a Lender or an Affiliate of a Lender, in its capacity as a party to such Cash Management Services Agreement.

“Cash Management Services Agreement” means any agreement to provide cash management services, including treasury, depository, overdraft, controlled disbursement, automated clearinghouse transactions, return items, electronic funds transfer, and other cash management arrangements, that is entered into by and between Borrower or any Consolidated Subsidiary and a Cash Management Bank.

“Change of Control” means if any Person or Persons acting in concert, together with affiliates thereof, shall in the aggregate, directly or indirectly, control or own (beneficially or otherwise) more than 50% (by number of shares) of the issued and outstanding Voting Stock of Borrower.

“Change in Law” has the meaning given such term in Section 4.1(a) .

“Closing” means consummation of the transactions contemplated by this Agreement upon the execution and delivery of this Agreement by Borrower and the Lenders hereto and the payment of all amounts required to be paid pursuant to Sections 5.1(b), 5.1(c), 5.1(d), 5.1(e) , and 5.1(f).

“Closing Date” means the date on which the Closing occurs.

“Collateral” means “Collateral” as described in the Security Agreement, together with any other property and collateral in which a Lien in favor of Collateral Agent may now or hereafter be created under the Collateral Documents.

“Collateral Agent” means U.S. Bank National Association, in its capacity as collateral agent under the Collateral Documents, together with its successors and assigns in such capacity appointed pursuant to the terms hereof.

“Collateral Documents” has the meaning set forth in the Security Agreement.

“Commercial Mortgage Loan” means a loan secured by a Lien on improved real estate used for commercial purposes.

“ Commitment ” means, as to each Lender, the amount set forth for such Lender on Schedule 2 as such Lender’s “Commitment Amount” or as set forth in the applicable Assignment and Assumption, as the same may be reduced from time to time pursuant to Section 2.6 or as appropriate to reflect any assignments to or by such Lender effected in accordance with Section 12.4 or to reflect any non-ratable repayments of an Affected Lender pursuant to Section 4.7 .

“ Commitment Percentage ” means, as to each Lender the ratio, expressed as a percentage, of (a) the amount of such Lender’s Commitment to (b) the sum of the aggregate amount of the Commitments of all Lenders.

“Compliance Certificate” means a certificate signed by a Senior Financial Officer of Borrower, substantially in the form of Exhibit F .

“Consolidated Debt” shall mean as of the date of any determination thereof, the aggregate unpaid principal amount of all Debt of Borrower and its Consolidated Subsidiaries determined on a consolidated basis in accordance with GAAP.

“Consolidated Subsidiary” and “Consolidated Subsidiaries” shall mean any and all Subsidiaries (other than Allied Capital Beteiligungsberatung GmbH, a dormant Consolidated Subsidiary being liquidated) which are required to be consolidated on financial statements of Borrower prepared in accordance with GAAP.

“Consolidated Total Adjusted Assets” means the aggregate Book Value (without duplication) of assets of Borrower and its Consolidated Subsidiaries which (a) constitute Collateral (which for the avoidance of doubt includes all cash constituting Collateral), or (b) which are owned by a Pledge LLC; provided that for purposes of determining Consolidated Total Adjusted Assets, the (x) aggregate Book Value of assets which are owned by all Pledge LLCs shall not exceed 25% of Consolidated Total Adjusted Assets and (y) the aggregate value of any Excluded Collateral shall not be included in such determination.

“Contingent Obligation” by any Person means all obligations (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection) of such Person guaranteeing, or in effect guaranteeing, any Indebtedness, dividend or other obligation of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including, without limitation, all obligations incurred through an agreement, contingent or otherwise, by such Person: (a) to purchase such Indebtedness or obligation or any property or assets constituting security therefor, (b) to advance or supply funds (i) for the purchase or payment of such Indebtedness or obligation, or (ii) to maintain working capital or other balance sheet condition or otherwise to advance or make available funds for the purchase or payment of such Indebtedness or obligation, (c) to lease property or to purchase Securities or other property or services primarily for the purpose of assuring the owner of such Indebtedness or obligation of the ability of the primary obligor to make payment of the Indebtedness or obligation, or (d) otherwise to assure the owner of the Indebtedness or obligation of the primary obligor against loss in respect thereof. For the purposes of all computations made under this Agreement, a Contingent Obligation in respect of any Indebtedness for borrowed money shall be deemed to be Indebtedness equal to the principal amount of such Indebtedness for borrowed money which has been guaranteed, and a Contingent Obligation in respect of any other obligation or liability or any dividend shall be deemed to be Indebtedness equal to the maximum aggregate amount of such obligation, liability or dividend.

“ Continue ,” “ Continuation ,” and “ Continued ” each refers to the continuation of a Eurodollar Loan from one Interest Period to another Interest Period pursuant to Section 2.7 .

“Control Event” means (i) the execution by Borrower or any of its Consolidated Subsidiaries or Affiliates of any agreement or letter of intent with respect to any proposed transaction or event or series of transactions or events which, individually or in the aggregate, may reasonably be expected to result in a Change of Control, (ii) the execution of any written agreement which, when fully performed by the parties thereto, would result in a Change of Control, or (iii) the making of any written offer by any person (as such term is used in section 13(d) and section 14(d)(2) of the Exchange Act as in effect on the date of the Closing) or related persons constituting a group (as such term is used in Rule 13d-5 under the Exchange Act as in effect on the date of the Closing) to the holders of the common stock of Borrower, which offer, if accepted by the requisite number of holders, would result in a Change of Control.

“Controlled Foreign Corporation” has the meaning set forth in the Security Agreement.

“ Convert ,” “ Conversion ,” and “ Converted ” each refers to the conversion of a Loan of one Type into a Loan of another Type pursuant to Section 2.8 .

“Credit Rating” means, at any time as to any Person, the lowest rating assigned by a Rating Agency to each series of rated senior unsecured long term indebtedness of such Person.

“Custody Control Agreement ” has the meaning set forth in the Security Agreement.

“Debt” means, with respect to any Person, at the time of computation thereof, all of the following (without duplication); provided that solely for the purposes of calculating compliance with the financial covenants in Section 9.1 , “Debt” shall not include clause (f) below:

(a) its liabilities for borrowed money and under repurchase agreements (whether on a recourse or non-recourse basis);

(b) its liabilities, whether or not for money borrowed (i) represented by notes payable or drafts accepted, in each case representing extensions of credit or (ii) evidenced by bonds, debentures, notes, or similar instruments;

(c) its liabilities for the deferred purchase price of property acquired by such Person (excluding accounts payable arising in the ordinary course of business, but including all liabilities created or arising under any conditional sales contracts or other title retention agreement with respect to any property, and any or other similar instruments upon which interest charges are customarily paid or that are issued or assumed as full or partial payment for such property);

(d) its Capitalized Rentals;

(e) all liabilities for borrowed money secured by any Lien with respect to any property owned by such Person (whether or not it has assumed or otherwise become liable for such liabilities);

(f) all reimbursement obligations of such Person under any letters of credit or acceptances or instruments serving a similar function issued or accepted for its account by banks and other financial institutions (whether or not the same have been presented for payment), and all obligations of such Person as the issuer of any letters of credit, acceptances or such other instruments (whether or not the same have been presented for payment);

(g) its liabilities under Swap Contracts entered into for the purpose of hedging interest rate or currency risks with respect to Debt; and

(h) any Contingent Obligation of such Person with respect to liabilities of a type described in any of clauses (a) through (g) hereof;

provided that any amount receivable by Borrower or any of its Consolidated Subsidiaries under a Swap Contract referred to in the preceding clause (g), as determined in accordance with the definition of Swap Contract, shall apply as an offset in the calculation of the total amount of Debt if and only if (i) the counterparty in such Swap Contract has an Adequate Rating or (ii) in the event such counterparty ceases to maintain an Adequate Rating, such counterparty has posted collateral to the benefit of Borrower or the relevant Consolidated Subsidiary to secure such receivable, in which case, the amount of such receivable that shall apply as an offset in the calculation of the total amount of Debt shall be limited to the fair market value of such collateral.

“Debt” of any Person shall include all obligations of such Person of the character described in clauses (a) through (g) to the extent such Person remains legally liable in respect thereof notwithstanding that any such obligation is deemed to be extinguished under GAAP.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means an event or condition the occurrence or existence of which would, with the giving of notice, the lapse of time, or both, become an Event of Default.

“Defaulting Lender” has the meaning given that term in Section 3.13 .

“De Minimis Employee Buybacks” means the acquisition for a de minimis purchase price by Borrower from employees or directors of Borrower of unexercised options issued under Borrower’s Amended Stock Option Plan; provided (a) such acquisition is made to facilitate the refinancing of a substantial portion of the Obligations and (b) the aggregate purchase price for all such acquisitions at any time while the Obligations are outstanding does not exceed $500,000.

“Deposit Account Control Agreement ” has the meaning set forth in the Security Agreement.

“Disclosure Documents” means Borrower’s Form 10-K for the fiscal year ended December 31, 2008, Borrower’s Form 10-Qs for the fiscal quarterly periods ended March 31, 2009 and June 30, 2009, respectively, and its current reports filed on Form 8-K subsequent to August 10, 2009.

“Disposition” or “Dispose” means the sale, transfer, license, lease, or other disposition (including any sale and leaseback transaction) of any property by any Person (or the granting of any option or other right to do any of the foregoing), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights or claims associated therewith. For the avoidance of doubt, (a) the bona fide repayment or prepayment in the customary course of business of any Indebtedness owing from a Portfolio Company to Borrower or any Consolidated Subsidiary (and the transfer, assignment, sale, or release of any instrument or other asset relating thereto) shall not be considered a Disposition of such asset and (b) the sale of Borrower’s or any Consolidated Subsidiary’s machinery, equipment, vehicles, furniture, or fixtures shall not be considered a “Disposition” of an asset.

“Documentation Agent” means SunTrust Bank, and its permitted successors or assigns as “ Documentation Agent ” under this Agreement.

“Dollars” or “$” means the lawful currency of the United States of America.

“Eligible Assignee” means (a) a Lender; (b) an Affiliate of any Lender; (c) an Approved Fund; and (d) any other Person approved by Administrative Agent and (unless an Event of Default has occurred and is continuing at the time any assignment is effected in accordance with Section 12.4 ) Borrower, such approval not to be unreasonably withheld or delayed by Borrower or Administrative Agent and such approval to be deemed given by Borrower if no objection is received by the assigning Lender and Administrative Agent from Borrower within five Business Days after notice of such proposed assignment has been provided by the assigning Lender to Borrower; provided , however , that neither Borrower nor an Affiliate of Borrower nor any Portfolio Company shall qualify as an Eligible Assignee.

“Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of Hazardous Materials, but only to the extent applicable to Borrower or any other Grantor.

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute of similar import, together with the regulations thereunder, in each case as in effect from time to time. References to sections of ERISA shall be construed to also refer to any successor sections.

“ERISA Affiliate” shall mean any corporation, trade, or business (other than any Portfolio Company) that is, along with Borrower, a member of a controlled group of corporations or a group of trades or businesses under common control, as described in sections 414(b) and 414(c) , respectively, of the Code or section 4001(14) of ERISA.

“Eurodollar Loan” means a Loan bearing interest at a rate based on the Eurodollar Rate.

“Eurodollar Rate” means, for any Interest Period, with respect to a Eurodollar Loan, the greater of (a) the rate per annum equal to the British Bankers Association LIBOR Rate (“ BBA LIBOR ”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period and (ii) 3.00% per annum. If such rate is not available at such time for any reason, then the “ Eurodollar Rate ” for such Interest Period shall be the rate per annum determined by Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Loan being continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period.

“Event of Default” means any of the events specified in Section 10.1 ; provided that , any requirement for notice or lapse of time or any other condition has been satisfied.

“Excess Collateral” has the meaning set forth in the Security Agreement.

“Exchange Act” has the meaning given that term in Section 6.15 .

“Excluded Assets ” has the meaning set forth in the Security Agreement.

“Excluded Collateral” means, as of any applicable date of determination, Excess Collateral for which the Perfection Requirement has not been timely satisfied as of such date of determination pursuant to the terms of the Security Agreement.

“Excluded Taxes” means, with respect to Administrative Agent, any Lender, LC Issuer, or any other recipient of any payment to be made by or on account of any obligation of Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which Borrower is located, and (c) in the case of a Foreign Lender ( other than an assignee pursuant to a request by Borrower under Section 4.7 ), any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office) or is attributable to such Foreign Lender’s failure or inability ( other than as a result of a Change in Law having the force of law) to comply with Section 4.6(e) , except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from Borrower with respect to such withholding tax pursuant to Section 4.6 .

“Existing Credit Agreement” has the meaning specified in the Recitals.

“Existing Note Agreements” has the meaning set forth in the Senior Note Agreement.

“Existing LCs” means all letters of credit issued and outstanding under the Existing Credit Agreement and identified on Schedule 1 , which remain issued and outstanding on the Closing Date.

“Federal Funds Rate” means, for any day, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upwards, if necessary, to the nearest 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by Administrative Agent.

“ Fee Letter ” means the fee letter agreement dated as of August 28, 2009, between Borrower and Administrative Agent (as amended or modified from time to time).

“Fees” means the fees and commissions provided for or referred to in Section 3.8 and any other fees payable by Borrower to Administrative Agent, any other Agent, LC Issuer, or any Lender hereunder or under any other Loan Document.

“Financing Documents” has the meaning set forth in the Senior Note Agreement.

“Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than that in which Borrower is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Fund” means any Person ( other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“GAAP” means generally accepted accounting principles at the time in the United States .

“Governmental Approvals” means all authorizations, consents, approvals, licenses, and exemptions of, registrations and filings with, and reports to, all Governmental Authorities.

“Governmental Authority” means (a) the government of (i) the United States of America or any state or other political subdivision thereof, or (ii) any jurisdiction in which Borrower or any Consolidated Subsidiary conducts all or any part of its business, or which asserts jurisdiction over any properties of Borrower or any Consolidated Subsidiary, or (b) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.

“Grantors” means, collectively, Borrower, the Subsidiary Grantors, and any other Person that now or hereafter grants a Lien on its property or assets to secure the Obligations, and individually, any of the foregoing.

“Hazardous Materials” means any and all pollutants, toxic, or hazardous wastes or other substances that pose a hazard to health and safety, the removal of which are required by Applicable Law, or the generation, manufacture, refining, production, processing, treatment, storage, handling, transportation, transfer, use, disposal, release, discharge, spillage, seepage or filtration of which is or shall be restricted, prohibited, or penalized by any Applicable Law including, but not limited to, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum, petroleum products, lead based paint, radon gas, or similar restricted, prohibited or penalized substances.

“Indebtedness” with respect to any Person means, at any time, without duplication,

(a) its liabilities for borrowed money and its redemption obligations in respect of mandatorily redeemable preferred stock;

(b) its liabilities for the deferred purchase price of property acquired by such Person (excluding accounts payable arising in the ordinary course of business but including all liabilities created or arising under any conditional sale or other title retention agreement with respect to any such property);

(c) all liabilities appearing on its balance sheet in accordance with GAAP in respect of Capitalized Leases;

(d) all liabilities for borrowed money secured by any Lien with respect to any property owned by such Person (whether or not it has assumed or otherwise become liable for such liabilities);

(e) all its liabilities in respect of unreimbursed drawings under letters of credit or instruments serving a similar function issued or accepted for its account by banks and other financial institutions (whether or not representing obligations for borrowed money);

(f) Swap Contracts of such Person; and

(g) any Contingent Obligation of such Person with respect to liabilities of a type described in any of clauses (a) through (f) hereof.

Indebtedness of any Person shall include all obligations of such Person of the character described in clauses (a) through (g) to the extent such Person remains legally liable in respect thereof notwithstanding that any such obligation is deemed to be extinguished under GAAP.

“Indemnified Taxes” means Taxes other than Excluded Taxes.

“Intercreditor Agreement” means the Intercreditor and Collateral Agency Agreement substantially in the form of Exhibit G hereto dated as the date hereof by and among Administrative Agent (on behalf of itself and the Lenders), the Collateral Agent, and the Noteholders and consented and agreed to by Borrower, each of the Subsidiary Grantors, and Pledge LLC, the form and substance of which is acceptable to the Requisite Lenders, as the same may be amended, modified, restated, supplemented, or replaced from time to time in accordance with the terms thereof.

“Interest Expense” means, with respect to a Person and for any period, the total consolidated interest expense (including capitalized interest expense, interest expense attributable to Capitalized Leases, and losses attributable to the extinguishment of Debt) of such Person and in any event shall include all interest expense with respect to any Debt in respect of which such Person is wholly or partially liable.

“Interest Period” means, with respect to any Eurodollar Loan, each period commencing on the date such Eurodollar Loan is converted or continued, as applicable, or the last day of the next preceding Interest Period for such Loan and ending on the date 7, 14, or 21 days or on the numerically corresponding day in the first, second, third, or sixth calendar month thereafter, as Borrower may select in a Notice of Continuation or Notice of Conversion, as the case may be, except that each Interest Period for a Eurodollar Loan ( other than a 7, 14, or 21 day Interest Period) that commences on the last Business Day of a calendar month (or on any day for which there is no numerically corresponding day in the appropriate subsequent calendar month) shall end on the last Business Day of the appropriate subsequent calendar month. Notwithstanding the foregoing: (i) if any Interest Period would otherwise end after the Maturity Date, such Interest Period shall end on the Maturity Date, (ii) each Interest Period that would otherwise end on a day which is not a Business Day shall end on the next succeeding Business Day (or, except in the case of a 7, 14, or 21 day Interest Period, if such next succeeding Business Day falls in the next succeeding calendar month, on the next preceding Business Day), and (iii) notwithstanding the immediately preceding clause (i) , no Interest Period for any Eurodollar Loan shall have a duration of less than one month ( other than a 7, 14, or 21 day Interest Period), and, if the Interest Period for any Eurodollar Loan would otherwise be a shorter period, such Loan shall not be available hereunder for such period.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended, together with the rules and regulations promulgated thereunder.

“Investment” means, with respect to any Person and whether or not such investment constitutes a controlling interest in such Person (a) the purchase or other acquisition of any share of capital stock, evidence of Debt, or other security issued by any other Person; (b) any loan, advance, or extension of credit to, or contribution (in the form of money or goods) to the capital of, or the acquisition of a sale leaseback asset from and the lease thereof to, any other Person; (c) any guaranty of the Debt of any other Person; (d) any other investment in any other Person; and (e) any commitment or option to make an Investment in any other Person.

“Investment Company Act” means the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder.

“Investment Grade Rating” means a Credit Rating of BBB– or higher by S&P, Baa3 or higher by Moody’s, or the equivalent or higher of either such rating by another Rating Agency.

“ISP” means, with respect to any Existing LC, the rules of the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance).

“LC Agreement” means, with respect to any Existing LC, a letter of credit application and agreement submitted by Borrower to LC Issuer for such Existing LC for its own account.

“LC Exposure” means, at any time and without duplication, the sum of (a) the aggregate undrawn portion of all uncancelled and unexpired Existing LCs plus (b) the aggregate unpaid reimbursement obligations of Borrower in respect of drawings of drafts under any Existing LC. For purposes of computing the amount available to be drawn under any Existing LC, the amount of such Existing LC shall be determined in accordance with Section 1.4 . For all purposes of this Agreement, if on any date of determination an Existing LC has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Existing LC shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“LC Fee” has the meaning specified in Section 3.8 .

“LC Issuer” means Bank of America and its permitted successors as “ LC Issuer ” under this Agreement.

“Lenders” means the Lenders from time to time party hereto, and, as the context requires, includes LC Issuer. As of the Closing Date, the Lenders are the Persons named as Lenders on Schedule 2 hereto.

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify Borrower and Administrative Agent.

“Lien” has the meaning set forth in the Security Agreement.

“Loan Documents” means (a) this Agreement, the Promissory Notes, Existing LCs, LC Agreements, the Intercreditor Agreement, each Subsidiary Guaranty, the Collateral Documents, and the Fee Letter, (b) all agreements, documents, or instruments in favor of Administrative Agent, LC Issuer, or Lenders executed and delivered by Borrower or any Consolidated Subsidiary pursuant to this Agreement or otherwise delivered by Borrower or any Consolidated Subsidiary in connection with all or any part of the Obligations on and after the Closing Date, and (c) any and all future renewals, extensions, restatements, reaffirmations, amendments of, or supplements to, all or any part of the foregoing.

“ Loan Parties” means, collectively, Borrower, each Subsidiary Guarantor, and each Grantor.

“ Loans ” means the extensions of credit in the form of loans made by Lenders to Borrower under the Existing Credit Agreement that remain outstanding on the Closing Date as such loans are Continued and Converted.

“Major Event of Default” has the meaning set forth in the Intercreditor Agreement.

“Managing Agents” means, collectively, Deutsche Bank AG New York Branch, Morgan Stanley Bank and PNC Bank, National Association, and their respective permitted successors or assigns as “ Managing Agents ” under this Agreement.

“Material” means material in relation to the business, operations, affairs, financial condition, assets, or properties of Borrower and its Consolidated Subsidiaries taken as a whole.

“Material Adverse Effect” means a material adverse effect on (a) the business, affairs, financial condition, operations, assets, or properties, of Borrower and its Consolidated Subsidiaries taken as a whole, (b) the ability of Borrower to perform its material obligations under (i) this Agreement, (ii) the Security Agreement, (iii) the Intercreditor Agreement, or (iv) the remaining Loan Documents (taken as a whole, for all such remaining Loan Documents), (c) the validity or enforceability of (i) this Agreement, (ii) the Security Agreement, (iii) the Intercreditor Agreement, or (iv) the remaining Loan Documents (taken as a whole for all such remaining Loan Documents), or (d) the rights and remedies of Lenders and Administrative Agent under (i) this Agreement, (ii) the Security Agreement, (iii) the Intercreditor Agreement, or (iv) the remaining Loan Documents (taken as a whole for all such remaining Loan Documents). Except with respect to representations made or deemed made by Borrower or any Consolidated Subsidiary in this Agreement or in any of the other Loan Documents to which it is a party, all determinations of materiality shall be made by the Requisite Lenders in their reasonable judgment unless expressly provided otherwise.

“Material Plan” means at any time a Plan or Plans having aggregate Unfunded Liabilities in excess of $25,000,000.

“Material Subsidiary” means, as of the date of any determination thereof, any Consolidated Subsidiary which has total assets having a value (determined from time to time in accordance with the market valuation method pursuant to GAAP) greater than or equal to $60,000,000.

“Maturity Date” means the earlier of (a) November 13, 2010, or (b) such earlier date upon which the Obligations are declared due and payable in accordance with the terms hereof.

“Maximum Amount” and “Maximum Rate” respectively mean, for each Lender, the maximum non-usurious amount and the maximum non-usurious rate of interest which, under Applicable Law, such Lender is permitted to contract for, charge, take, reserve, or receive on the Obligations.

“Moody’s” means Moody’s Investors Services, Inc.

“Multiemployer Plan” has the meaning as in ERISA.

“ Net Proceeds ” means, with respect to any Disposition by Borrower or any Consolidated Subsidiary, the excess, if any, of (a) the sum of cash and cash equivalents received in connection with, and which relate to, such transaction (including any cash or cash equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (b) the sum of (i) the principal amount of any Debt that is secured by the applicable asset and that is required to be repaid in connection with such transaction (other than Debt under the Financing Documents), (ii) the reasonable and customary out-of-pocket expenses incurred by Borrower or such Consolidated Subsidiary in connection with such transaction, including selling expenses such as reasonable brokers’ or finders’ fees or commissions, incentive bonuses or compensation paid to third parties, legal, accounting and other professional and transactional fees and transfer and similar taxes reasonably estimated to be paid within three months after the date of the relevant transaction, (iii) income taxes reasonably estimated to be actually payable within two years after the date of the relevant transaction as a result of any gain recognized in connection therewith; provided that, if the amount of any estimated taxes pursuant to subclause (iii) exceeds the amount of taxes actually required to be paid in cash in respect of such Disposition, the aggregate amount of such excess shall constitute Net Proceeds, (iv) amounts provided as a reserve, in accordance with GAAP, against (A) any liabilities under any indemnification obligations associated with such Disposition or (B) any other liabilities retained by Borrower or any of its Consolidated Subsidiaries associated with the properties sold in such Disposition (provided that, to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Proceeds), (v) Borrower’s good faith estimate of payments required to be made within 180 days of such Disposition with respect to unassumed liabilities relating to the properties sold (provided that, to the extent such cash proceeds are not used to make payments in respect of such unassumed liabilities within 180 days after such Disposition, such cash proceeds shall constitute Net Proceeds), and (vi) Borrower’s good faith estimate of all reserves necessary or prudent to be held with respect to earn-outs or similar contingent or future liabilities related to such Disposition ( provided that , to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Proceeds).

“Note Obligations” has the meaning set forth in the Intercreditor Agreement.

“Noteholders” means, collectively, as of any date of determination, the holders of Senior Notes.

“Notice of Continuation” means a notice in the form of Exhibit B to be delivered to Administrative Agent pursuant to Section 2.7 , evidencing Borrower’s request for the Continuation of a Eurodollar Loan.

“Notice of Conversion” means a notice in the form of Exhibit C to be delivered to Administrative Agent pursuant to Section 2.8 , evidencing Borrower’s request for the Conversion of a Loan from one Type to another Type.

“Obligations” means, individually and collectively: (a) the aggregate principal balance of and all accrued and unpaid interest on, all Loans, and (b) all other indebtedness, liabilities, obligations, covenants and duties of Borrower or any other Loan Party owing to Administrative Agent, LC Issuer, or any Lender of every kind, nature and description, under or in respect of this Agreement or any of the other Loan Documents, and all indebtedness and obligations of Borrower or any of its Consolidated Subsidiaries under any Cash Management Services Agreement owing to a Cash Management Bank, in each case including all Fees and indemnification obligations, whether direct or indirect, absolute or contingent, due or not due, contractual or tortious, liquidated or unliquidated, and whether or not evidenced by any promissory note.

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws and any amendments thereto (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement and any amendments thereto; and (c) with respect to any partnership, joint venture, trust, or other form of business entity, the partnership, joint venture, or other applicable agreement of formation or organization and any amendments thereto, and any agreement, instrument, filing, or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Taxes” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

“Outstanding Public Debt” means, at any time, the then outstanding principal amount of Indebtedness issued under the Indenture by and between Borrower and The Bank of New York, dated as of June 16, 2006, as supplemented by (a) the First Supplemental Indenture by and between Borrower and The Bank of New York, dated as of July 25, 2006, pursuant to which Borrower has issued its $400,000,000 6.625% Notes due July 15, 2011, (b) the Second Supplemental Indenture by and between Borrower and The Bank of New York, dated as of December 8, 2006, pursuant to which Borrower has issued its $250,000,000 6.0% Notes due April 1, 2012, and (c) the Third Supplemental Indenture by and between Borrower and The Bank of New York, dated as of March 28, 2007, pursuant to which Borrower has issued its $230,000,000 6.875% Notes due April 15, 2047.

“Participant” has the meaning given that term in Section 12.4(d) .

“PBGC” means the Pension Benefit Guaranty Corporation and any successor agency.

“Perfection Requirement” has the meaning set forth in the Security Agreement.

“Permitted Liens” has the meaning given that term in Section 9.3 .

“Permitted Preferred Stock” means preferred stock that is issued from time to time by a Consolidated Subsidiary for the purpose of qualifying such Consolidated Subsidiary as a real estate investment trust under Sections 856 through 860 of the Internal Revenue Code and having an aggregate stated value not exceeding $500,000 at any one time outstanding; provided that , in any event Permitted Preferred Stock shall not include any Voting Stock.

“Person” means an individual, corporation, partnership, limited liability company, association, trust or unincorporated organization, or a government or any agency or political subdivision thereof.

“Plan” means at any time an employee pension benefit plan ( other than a Multiemployer Plan) which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 and 430 of the Internal Revenue Code and either (a) is maintained, or contributed to, by Borrower or any ERISA Affiliate for employees of Borrower or any ERISA Affiliate or (b) has at any time within the preceding five years been maintained, or contributed to, by Borrower or any Person which was at such time an ERISA Affiliate for employees of Borrower or any Person which was at such time an ERISA Affiliate.

“Platform” has the meaning given that term in Section 8.7 .

“Pledge LLC” means one or more Wholly-Owned Consolidated Subsidiaries, each of which (a) has title to personal or real property which would constitute Collateral but for limitations in the documents which govern such personal or real property which restrict the grant of a Lien in respect thereof, (b) has no Debt outstanding other than (i) Debt owing to Borrower which has been evidenced by a promissory note and the holder thereof has pledged the same to the Collateral Agent pursuant to the Collateral Documents, and (ii) Debt arising under the Subsidiary Guaranty executed by Pledge LLC, and (c) has had all of its Voting Stock and Debt owing to Borrower pledged to the Collateral Agent as Collateral.

“Portfolio Company” means any Person that is accounted for under GAAP as a portfolio Investment of either Borrower or a Subsidiary of Borrower.

“ Post-Default Rate ” means (a) when used with respect to Obligations other than LC Fees, an interest rate equal to the sum of (i) the Base Rate plus the Applicable Rate and (ii) 2% per annum; provided, however, that with respect to a Eurodollar Loan, the Post-Default Rate shall be an interest rate equal to the interest rate applicable to such Loan as specified in Section 2.3(a)(ii) plus 2% per annum, and (b) when used with respect to LC Fees, a rate equal to the rate specified in Section 3.8(e) plus 2% per annum.

“Principal Debt” means, at any time of determination thereof (but without duplication), the aggregate unpaid principal balance of all Loans plus the LC Exposure.

“Principal Office” means either (a) so long as Bank of America is Administrative Agent, the office of Bank of America presently located at 2001 Clayton Rd, Concord, CA 94520; or (b) if Bank of America is no longer Administrative Agent, then the office of the successor Administrative Agent appointed pursuant to Section 11.6 .

“Priority Debt” means (without duplication) (a) all Debt of Borrower and its Consolidated Subsidiaries secured by a Lien, (b) all liabilities of Borrower and its Consolidated Subsidiaries in respect of Swap Contracts if such liabilities are secured by a Lien or are obligations of a Consolidated Subsidiary, and (c) all unsecured Debt of Consolidated Subsidiaries (excluding in each case, any Debt or liability owing to Borrower or a Subsidiary Guarantor).

“Promissory Note” means a promissory note substantially in the form of Exhibit D , and all renewals and extensions of all or any part thereof.

“Quarterly Date” means the fifteenth (15 ^th ) day of March, June, September, and December in each year, the first of which shall be September 15, 2009.

“Rating Agency” means S&P, Moody’s, or any other nationally recognized securities rating agency selected by Borrower and acceptable to Administrative Agent.

“Reference 10-K” means the Form 10-K filed by Borrower with the Securities and Exchange Commission for the fiscal year ending December 31, 2008.

“Register” has the meaning given that term in Section 12.4(c) .

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees and advisors of such Person and of such Person’s Affiliates.

“Rentals” shall mean and include as of the date of any determination thereof all fixed payments (including as such all payments which the lessee is obligated to make to the lessor on termination of the lease or surrender of the property) payable by Borrower or any Consolidated Subsidiary, as lessee or sublessee under a lease of real or personal property, but shall be exclusive of any amounts required to be paid by Borrower or any Consolidated Subsidiary (whether or not designated as rents or additional rents) on account of maintenance, repairs, insurance, taxes and similar charges. Fixed rents under any so-called “percentage leases” shall be computed solely on the basis of the minimum rents, if any, required to be paid by the lessee regardless of sales volume or gross revenues.

“REO” means that certain real property owned in fee simple by Allied Capital Holdings LLC, known as Holiday Inn West Chester and located at 943 South High Street, West Chester, Pennsylvania.

“Reportable Event” means a reportable event within the meaning of Section 4043 of ERISA for which the reporting to the PBGC is not waived.

“Required Secured Creditors” has the meaning set forth in the Intercreditor Agreement.

“Requisite Lenders” means on any date of determination those Lenders holding more than 51% of the aggregate Principal Debt.

“Reserve Requirement” means, at any time, the maximum rate at which reserves (including any marginal, special, supplemental, or emergency reserves) are required to be maintained under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) by member banks of the Federal Reserve System against, in the case of Eurodollar Loans, “ Eurocurrency liabilities ” (as such term is used in Regulation D of the Board of Governors of the Federal Reserve System, as amended). Without limiting the effect of the foregoing, the Reserve Requirement shall reflect any other reserves required to be maintained by such member banks with respect to (i) any category of liabilities which includes deposits by reference to which the Adjusted Eurodollar Rate is to be determined, or (ii) any category of extensions of credit or other assets which includes Eurodollar Loans. The Adjusted Eurodollar Rate shall be adjusted automatically on and as of the effective date of any change in the Reserve Requirement.

“Responsible Officer” means the chief executive officer, president, chief financial officer, chief accounting officer, treasurer, assistant treasurer or controller of Borrower. Any document delivered hereunder that is signed by a Responsible Officer of Borrower shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of Borrower and such Responsible Officer shall be conclusively presumed to have acted on behalf of Borrower.

“RIC” means a Person qualifying for treatment as a “ regulated investment company ” under the Internal Revenue Code.

“S&P” means Standard & Poor’s Rating Group, a division of McGraw-Hill Companies, Inc.

“Second Tier Collateral” has the meaning set forth in the Security Agreement.

“ Secured Cash Management Obligations ” means obligations of Borrower or any Consolidated Subsidiary owed to a Cash Management Bank under a Cash Management Services Agreement; provided, however, that if such Cash Management Bank ceases to be a Lender or an Affiliate of a Lender, such obligations will be “Secured Cash Management Obligations” as herein defined only to the extent that they constitute “ Bank Obligations ” as defined in the Intercreditor Agreement.

“Secured Debt” means, without duplication, (a) the Debt outstanding from time to time pursuant to this Agreement, and (b) the Debt outstanding from time to time under the Senior Notes, all of which shall be determined on a consolidated basis in accordance with GAAP.

“Secured Party” has the meaning set forth in the Intercreditor Agreement.

“Securities Account Control Agreements ” has the meaning set forth in the Security Agreement.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“Security” shall have the same meaning as in Section 2(1) of the Securities Act.

“Security Agreement” means that certain Pledge, Assignment, and Security Agreement substantially in the form of Exhibit H hereto dated as of the date hereof, by and among Borrower, each Subsidiary Grantor, and the Collateral Agent for the benefit of the Secured Parties, the form and substance of which is acceptable to the Requisite Lenders, as such agreement may be amended, restated, joined, and supplemented from time to time.

“Security Interest” has the meaning set forth in the Security Agreement.

“Senior Financial Officer” means the chief financial officer, chief operating officer, chief accounting officer, treasurer, or controller of Borrower or any Consolidated Subsidiary, as applicable; provided, that the term “Senior Financial Officer”, when used in this Agreement without reference to any particular entity, shall mean a Senior Financial Officer of Borrower.

“Senior Funded Debt” means any Debt of Borrower which is classified as long term debt in accordance with GAAP (including, without limitation, the Senior Note Agreement) other than Subordinated Debt.

“Senior Note Agreement” means that certain Amended, Restated and Consolidated Note Agreement, dated as of the date hereof by and among Borrower and the Noteholders, which amends, restates, and consolidates the terms and provisions of certain note agreements therein referenced and provides for the issuance by Borrower of the Senior Notes, as the same may be amended in accordance with the Intercreditor Agreement.

“Senior Note Redemption” means any prepayment, redemption, purchase, defeasance, satisfaction, or acquisition of any Senior Notes by Borrower or any Subsidiary (whether mandatory, voluntary, as a result of the exercise of call rights, or otherwise), in any manner (in whole or in part), but expressly excluding the payment of regularly-scheduled principal reductions pursuant to Section 10.1 of the Senior Note Agreement as in effect on the Closing Date made while there is no Special Event of Default or “Payment Default” (as such term is defined in the Intercreditor Agreement).

“Senior Notes” means Borrower’s notes issued pursuant to the Senior Note Agreement, as follows: $500,000 in aggregate principal amount of Borrower’s Series A-1 Senior Notes due June 15, 2010, $253,250,000 in aggregate principal amount of Borrower’s Series A-2 Senior Notes due June 15, 2010, $500,000 in aggregate principal amount of Borrower’s Series B-1 Senior Notes due June 15, 2011, $253,250,000 in aggregate principal amount of Borrower’s Series B-2 Senior Notes due June 15, 2011, $500,000 in aggregate principal amount of Borrower’s Series C-1 Senior Notes due March 31, 2012, $253,250,000 in aggregate principal amount of Borrower’s Series C-2 Senior Notes due March 31, 2012, and Borrower’s Series CMW Senior Notes due April 1, 2012 (collectively, as amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms thereof and the Intercreditor Agreement).

“Senior Secured Obligations” means the Note Obligations and the Obligations.

“Senior Securities” means senior securities (as such term is defined and determined pursuant to the Investment Company Act and any order of the Securities Exchange Commission issued to the Company thereunder).

“Special Collateral Account” has the meaning set forth in the Intercreditor Agreement.

“Special Event of Default” has the meaning set forth in the Intercreditor Agreement.

“Subordinated Debt” means all unsecured Debt of Borrower which shall contain or have applicable thereto subordination provisions reasonably acceptable to the Requisite Lenders providing for the subordination thereof to other Debt of Borrower (including, without limitation, the Obligations).

“Subsidiary” with respect to any Person shall mean (a) any corporation, partnership, association, or other business entity at least 50% of the outstanding shares of Voting Stock or similar interests of which are owned, directly or indirectly, by such Person (including, without limitation, any limited partnership in which such Person, directly or indirectly, shall have at least a 50% vote on matters as to which limited partners may vote), (b) any general or limited partnership of which such Person shall be a general partner or as to which such Person otherwise shall have unlimited liability, (c) any general or limited partnership a general partner of which can be changed or removed by such Person (other than removals that could be accomplished by voluntary withdrawal of such general partner only), or (d) any general or limited partnership in which (i) the amount represented by such Person’s capital account shall be equal to at least 50% of the aggregate amount represented by the total of all partners’ capital accounts or (ii) such Person shall be allocated at least 50% of the profit (or loss) or distributable cash of the partnership; provided, however, that the term “ Subsidiary ”, when used in this Agreement without reference to any particular Person, shall mean a Subsidiary of the Borrower; and provided further that no Portfolio Company shall be deemed a Subsidiary of Borrower or any of its Subsidiaries.

“Subsidiary Grantors” means, collectively, all Consolidated Subsidiaries (other than a Pledge LLC) and, individually, any of the foregoing.

“Subsidiary Guarantors” means, collectively, all Consolidated Subsidiaries and, individually, any of the foregoing.

“ Subsidiary Guaranty ” means any agreement pursuant to which a Subsidiary Guarantor has unconditionally guaranteed the payment and performance of the Obligations and the Note Obligations, which Subsidiary Guaranty shall be in substantially the form of Exhibit I hereto and in form and substance reasonably satisfactory to the Requisite Lenders.

“Swap Contract” means (a) any and all interest rate swap transactions, basis swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward foreign exchange transactions, cap transactions, floor transactions, currency options, spot contracts or any other similar transactions or any of the foregoing (including any options to enter into any of the foregoing), and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc. or any International Foreign Exchange Master Agreement. For the purposes of this Agreement, the amount of the obligation (whether positive or negative) under any Swap Contract shall be the amount payable or receivable by Borrower or any of its Consolidated Subsidiaries determined in respect thereof as of the end of the then most recently ended fiscal quarter of such Person, based on the assumption that such Swap Contract had terminated at the end of such fiscal quarter, and in making such determination, if any agreement relating to such Swap Contract provides for the netting of amounts payable by and to such Person thereunder or if any such agreement provides for the simultaneous payment of amounts by and to such Person, then in each such case, the amount of such obligation shall be the net amount so determined.

“Syndication Agent” means Branch Banking and Trust Company, and its permitted successors or assigns as “ Syndication Agent ” under this Agreement.

“Taxes” means, for any Person, taxes, assessments, duties, imposts, or other governmental charges, deductions, withholdings, or levies imposed upon such Person, its income, or any of its properties, franchises, or assets, and all liabilities with respect thereto.

“Total Outstandings” has the meaning set forth in the Intercreditor Agreement.

“Type” with respect to any Loan, refers to whether such Loan is a Eurodollar Loan or Base Rate Loan.

“Unfunded Liabilities” means, with respect to any Plan at any time, the amount (if any) by which (a) the value of all benefit liabilities under such Plan, determined on a plan termination basis using the assumptions prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds (b) the fair market value of all Plan assets allocable to such liabilities under Title IV of ERISA (excluding any accrued but unpaid contributions), all determined as of the then most recent valuation date for such Plan.

“Uniform Commercial Code” means the Uniform Commercial Code as adopted in the applicable jurisdiction from time to time.

“Unreimbursed Amount” has the meaning given such term in Section 2.2(c) .

“Voting Stock” shall mean Securities of any class or classes, the holders of which are ordinarily, in the absence of contingencies, entitled to elect a majority of the corporate directors (or Persons performing similar functions).

“Wholly-Owned” when used in connection with any Consolidated Subsidiary shall mean a Consolidated Subsidiary of which all of the issued and outstanding shares of stock (except shares required as directors’ qualifying shares and Permitted Preferred Stock) shall be owned by Borrower and/or one or more of its Wholly-Owned Subsidiaries.

1.2 General; References to Times . References in this Agreement to “ Sections ,” “ Exhibits ,” and “ Schedules ” are to sections, exhibits, and schedules herein and hereto unless otherwise indicated. References in this Agreement to any document, instrument, or agreement (a) shall include all exhibits, schedules, and other attachments thereto, (b) shall include all documents, instruments, or agreements issued or executed in replacement thereof, to the extent permitted hereby and (c) shall mean such document, instrument, or agreement, or replacement or predecessor thereto, as amended, supplemented, restated, or otherwise modified from time to time to the extent permitted hereby and in effect at any given time. Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and plural, and pronouns stated in the masculine, feminine, or neuter gender shall include the masculine, the feminine and the neuter. Unless explicitly set forth to the contrary, a reference to “Subsidiary” means a Subsidiary of Borrower or a Subsidiary of such Subsidiary, and a reference to an “Affiliate” means a reference to an Affiliate of Borrower. Titles and captions of Sections, subsections, and clauses in this Agreement are for convenience only, and neither limit nor amplify the provisions of this Agreement. The words “include”, “includes”, and “including” shall be deemed to be followed by the phrase “without limitation”. Unless otherwise indicated, all references to time are references to Dallas, Texas, time.

1.3 Accounting Principles . All accounting and financial terms used in the Loan Documents and the compliance with each financial covenant therein shall be determined in accordance with GAAP, and, for such purposes, to the extent consistent with GAAP, all accounting principles shall be applied on a consistent basis so that the accounting principles in a current period are comparable in all material respects to those applied during the preceding comparable period. If Borrower or any Lender determines that a change in GAAP from that in effect on the date hereof has altered the treatment of certain financial data to its detriment under this Agreement, such party may, by written notice to the others and Administrative Agent not later than 30 days after Borrower’s delivery of any financial statements pursuant to Section 8.1 or 8.2 reflecting such change in GAAP, request renegotiation of the financial covenants affected by such change. If Borrower and Requisite Lenders have not agreed on revised covenants within 30 days after delivery of such notice, then, for purposes of this Agreement, GAAP will mean generally accepted accounting principles on the date immediately prior to the date on which the change that gave rise to the renegotiation occurred. For purposes of determining compliance with the financial covenants contained in Section 9.1 of this Agreement (or incorporated herein by reference pursuant to Section 9.1(e) hereof), any election by Borrower to measure an item of Debt or Indebtedness using fair value (as permitted by Financial Accounting Standards Board 159 or any similar accounting standard) shall be disregarded and such determination shall be made instead using the outstanding amount of such Indebtedness or Debt.

1.4 Letter of Credit Amounts . Unless otherwise specified herein, the amount of an Existing LC at any time shall be deemed to be the stated amount of such Existing LC in effect at such time; provided , however , that with respect to any Existing LC that, by its terms or the terms of any Existing LC Agreement or other document, agreement, or instrument entered into by LC Issuer and Borrower (or any Consolidated Subsidiary) related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Existing LC shall be deemed to be the maximum stated amount of such Existing LC after giving effect to all such increases, whether or not the maximum stated amount is in effect at such time.

(a) No Commitment to Make New Loans . The unpaid principal balance of the Loans as of the Closing Date is $50,000,000. Amounts repaid or prepaid by Borrower from and after the Closing Date may not be reborrowed, and no Lender has any commitment to make any additional Loans. The Loans shall be repaid as provided in this Agreement and may not be reborrowed. The parties hereto acknowledge that the Commitments of the Lenders to make Loans pursuant to Section 2.1 of the Existing Credit Agreement, the commitment of the Swing Line Lender (as defined in the Existing Credit Agreement and as used herein as therein defined) to make Swing Line Loans (as defined in the Existing Credit Agreement and as used herein as therein defined) under Section 2.3 of the Existing Credit Agreement, and the commitment of LC Issuer to issue, amend and extend Letters of Credit (as defined in the Existing Credit Agreement and as used herein as therein defined) under the Existing Credit Agreement have been, and are, terminated, and no Lender has any obligation to make any Loans, the Swing Loan Lender has no obligation to make any Swingline Loan, and LC Issuer has no obligation to issue, amend, extend or renew any Letter of Credit. For the avoidance of doubt, nothing contained herein shall impair or affect the obligation of the Lenders to purchase participations in Existing LCs in accordance with the terms of this Agreement.

(b) Amendment and Restatement of Existing Credit Agreement . The parties hereto agree that, on the Closing Date: (i) the Obligations (as defined in this Agreement) represent, among other things, the restatement, renewal, amendment, extension, and modification of the “Obligations” (as defined in the Existing Credit Agreement); (ii) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede, and replace the Existing Credit Agreement in its entirety; (iii) the Promissory Notes (to the extent requested by any Lender) executed pursuant to this Agreement amend, renew, extend, modify, replace, restate, substitute for, and supersede in their entirety (but do not extinguish the Debt arising under) the promissory notes issued pursuant to the Existing Credit Agreement; (iv) the entering into and performance of their respective obligations under the Loan Documents and the transactions evidenced hereby do not constitute a novation nor shall they be deemed to have terminated, extinguished, or discharged the indebtedness under the Existing Credit Agreement, all of which indebtedness shall continue under and be governed by this Agreement and the other Loan Documents, except as expressly provided otherwise herein. After the Closing Date, promissory notes, if any, issued to such Lender under the Existing Credit Agreement shall be deemed to be, without any further action of the parties, amended to reflect the terms of this Agreement.

2.2 Existing LCs .

(a) Existing LCs . LC Issuer has issued the Existing LCs. All Existing LCs shall be subject to and governed by the terms and conditions of this Agreement. From and after the Closing Date, Borrower shall not request, and LC Issuer shall not issue, any additional Letters of Credit pursuant to this Agreement, and Borrower shall not request, and LC Issuer shall not renew or extend, any Existing LCs.

(b) Participations . Each Lender has irrevocably and unconditionally purchased and received from LC Issuer, without recourse or warranty, an undivided interest and participation, equal to such Lender’s Commitment Percentage of each Existing LC, the LC Agreement related thereto, and all rights of LC Issuer in respect thereof ( other than rights to receive certain fees provided for in Section 3.8(e) ).

(c) Reimbursement Obligations . To induce LC Issuer to maintain the Existing LCs and to induce Lenders to participate in the Existing LCs, Borrower agrees to pay or reimburse LC Issuer (through Administrative Agent) (i) on or prior to the date of any payment by LC Issuer under an Existing LC, the amount of any draft paid or to be paid by LC Issuer, and (ii) promptly, upon demand, the amount of any applicable fees (in addition to the Fees described in Section 3.8 ) which LC Issuer customarily charges to a Person similarly situated in the ordinary course of its business for honoring drafts under letters of credit, and taking similar action in connection with letters of credit. If Borrower fails to reimburse LC Issuer for any drafts paid by LC Issuer on the date of LC Issuer’s payment thereof (the amount of any such unreimbursed drawing being referred to herein as the “ Unreimbursed Amount ”), Borrower shall be obligated to pay LC Issuer interest on all such amounts remaining unpaid at the Post-Default Rate until paid in full. Borrower’s obligations under this Section 2.2(c) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim, or defense to payment which Borrower may have at any time against LC Issuer or any other Person, and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including any of the following circumstances: (A) any lack of validity or enforceability of this Agreement or any of the Loan Documents; (B) the existence of any claim, setoff, defense, or other right which Borrower may have at any time against a beneficiary named in an Existing LC, any transferee of any Existing LC (or any Person for whom any such transferee may be acting), LC Issuer, any Lender, or any other Person, whether in connection with this Agreement, any Existing LC, the transactions contemplated herein, or any unrelated transactions (including any underlying transaction between Borrower and the beneficiary named in any such Existing LC); (C) any draft, certificate, or any other document presented under the Existing LC proving to be forged, fraudulent, invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (D) any payment by LC Issuer under such Existing LC against presentation of a draft or certificate that does not strictly comply with the terms of such LC; or any payment made by LC Issuer under such Existing LC to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Existing LC, including any arising in connection with any proceeding under any Debtor Relief Law; (E) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, Borrower or any Subsidiary; and (F) the occurrence of any Default or Event of Default. In the event any payment by Borrower received by LC Issuer with respect to an Existing LC and distributed to Lenders on account of their participations therein is required to be returned under any of the circumstances described in Section 12.17 (including pursuant to any settlement entered into by LC Issuer in its discretion) each Lender shall pay to Administrative Agent for the account of LC Issuer its Commitment Percentage thereof on demand of Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(d) General . Upon receipt from the beneficiary of any Existing LC of any notice of a drawing under such Existing LC, LC Issuer shall promptly notify Borrower of the date and amount of any draft presented for honor under any Existing LC; provided that , failure to give any such notice shall not affect the obligations of Borrower hereunder. LC Issuer shall make payment upon presentment of a draft for honor unless it appears that presentment on its face does not comply with the terms of such Existing LC, regardless of whether (i) any default or potential default under any other agreement has occurred and (ii) the obligations under any other agreement have been performed by the beneficiary or any other Person (and LC Issuer shall not be liable for any obligation of any Person thereunder). LC Issuer, Lenders, Administrative Agent and their respective Related Parties and any correspondent, participant or assignee of LC Issuer shall not be responsible for, and Borrower’s reimbursement obligations for honored drafts shall not be affected by, (i) any matter or event whatsoever (including the validity, enforceability, sufficiency, accuracy, or genuineness of documents or of any endorsements thereof, even if such document should in fact prove to be in any respect invalid, unenforceable, insufficient, inaccurate, fraudulent, or forged), (ii) any dispute by Borrower or any Subsidiary with or any Borrower or any Subsidiary’s claims, setoffs, defenses, counterclaims, or other rights against LC Issuer, any Lender, or any other Person, (iii) the occurrence of any Default or Event of Default, (iv) any action taken or omitted in connection herewith at the request or with the approval of Lenders or the Requisite Lenders, as applicable; (v) any action taken or omitted in the absence of gross negligence or willful misconduct; or (vi) any matters set forth in clauses (A) through (F) of Section 2.2(c) . However, nothing in this Section 2.2 constitutes a waiver of the rights of Borrower to assert any claim or defense based upon the gross negligence or willful misconduct of LC Issuer to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by Borrower which Borrower proves were caused by LC Issuer’s willful misconduct or gross negligence or LC Issuer’s willful failure to pay under any Existing LC after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of the Existing LC. Any notice given by LC Issuer or Administrative Agent pursuant to this Section 2.2(d) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(e) Obligation of Lenders . In the event any Unreimbursed Amount exists, then LC Issuer shall so notify Administrative Agent, which, in turn, shall promptly notify each Lender of the Unreimbursed Amount and such Lender’s Commitment Percentage thereof. Each Lender shall promptly and unconditionally make available to Administrative Agent (for the account of LC Issuer) in immediately available funds such Lender’s Commitment Percentage of such unpaid reimbursement obligation, which funds shall be paid to Administrative Agent on or before the close of business on the Business Day on which such notice was given by Administrative Agent to Lenders (if given prior to 1:00 p.m., Dallas, Texas time) or on the next succeeding Business Day (if notice was given after 1:00 p.m., Dallas, Texas time). All such amounts payable by any such Lender shall include interest thereon accruing at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by LC Issuer in accordance with banking industry rules on interbank compensation from the day the applicable draft is paid by LC Issuer to (but not including) the date such amount is paid by such Lender to Administrative Agent. Until each Lender funds its participation pursuant to this Section 2.2(e) to reimburse LC Issuer for any amount drawn under any Existing LC, interest in respect of such Lender’s Commitment Percentage of such amount shall be solely for the account of LC Issuer; provided that , once a Lender funds its participation (together with any interest owed with respect thereto) in accordance with this Section 2.2(e) , then interest with respect to such Lender’s Commitment Percentage of the Unreimbursed Amount shall accrue for the account of such Lender from the date such funding from such Lender was due hereunder. The obligations of Lenders to make payments to Administrative Agent (for the account of LC Issuer) with respect to Existing LCs shall be irrevocable and not subject to any qualification or exception whatsoever ( other than the gross negligence or willful misconduct of LC Issuer) and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including any of the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the Loan Documents; (ii) the existence of any claim, setoff, defense, or other right which such Lender may have at any time against a beneficiary named in an Existing LC, any transferee of any Existing LC (or any Person for whom any such transferee may be acting), LC Issuer, any Lender, or any other Person, whether in connection with this Agreement, any Existing LC, the transactions contemplated herein, or any unrelated transactions (including any underlying transaction between Borrower and the beneficiary named in any such Existing LC); (iii) any draft, certificate, or any other document presented under the Existing LC proving to be forged, fraudulent, invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; and (iv) the occurrence of any Default or Event of Default.

(f) Duties of LC Issuer . LC Issuer agrees with each Lender that it will exercise and give the same care and attention to each Existing LC as it gives to its other letters of credit, and LC Issuer’s sole liability to each Lender with respect to such Existing LCs ( other than liability arising from the gross negligence or willful misconduct of LC Issuer) shall be to distribute promptly to each Lender who has acquired a participating interest therein such Lender’s ratable portion of any payments made to LC Issuer by Borrower pursuant to Section 2.2(c) . Each Lender and Borrower agree that, in paying any draft under any Existing LC, LC Issuer shall not have any responsibility to obtain any document ( other than any documents required by the respective Existing LC) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person delivering any such document, regardless of any notice or information to the contrary, and LC Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign an Existing LC or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. LC Issuer, Lenders, and their respective representatives shall not be liable to any other Lender or Borrower or any of its Subsidiaries for the use which may be made of any Existing LC or for any acts or omissions of any beneficiary thereof in connection therewith; provided , however , that this is not intended to, and shall not, preclude Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. Any action, inaction, error, delay, or omission taken or suffered by LC Issuer or any of its representatives under or in connection with any Existing LC, the draws, drafts, or documents relating thereto, or the transmission, dispatch, or delivery of any message or advice related thereto, if in good faith and in conformity with such laws as LC Issuer or any of its representatives may deem applicable and (unless otherwise expressly agreed by LC Issuer and Borrower when an Existing LC is issued) the ISP shall be binding upon Borrower and its Consolidated Subsidiaries and Lenders and shall not place LC Issuer or any of its representatives under any resulting liability to Borrower or any of its Consolidated Subsidiaries or any Lender.

(g) Cash Collateral . Borrower shall provide to Administrative Agent, for the benefit of Lenders, (i) Cash Collateral in an amount equal to 100% of the LC Exposure, (A) on November 1, 2009, if any LC Exposure remains outstanding, (B) upon any demand by Administrative Agent upon the occurrence and during the continuance of an Event of Default, and (C) at such other times as required by this Agreement, and (ii) such additional Cash Collateral as Administrative Agent may from time to time require, in each case so that the Cash Collateral amount shall at all times equal or exceed 100% of the LC Exposure. Any Cash Collateral deposited under this clause (g) shall be maintained by Administrative Agent in blocked, non-interest bearing deposit accounts at Bank of America. Borrower hereby grants to Administrative Agent, for the benefit of LC Issuer and Lenders, a security interest in all such cash and deposit accounts and all balances therein, and all proceeds of the foregoing. If required by the Intercreditor Agreement, Cash Collateral may be held by the Collateral Agent in such account as may be required by the Intercreditor Agreement.

(h) Indemnification . In addition to amounts payable as elsewhere provided in this Agreement, Borrower hereby agrees to protect, indemnify, pay, and save Administrative Agent, LC Issuer, and each Lender harmless from and against any and all claims, demands, liabilities, damages, or losses of, or owed to third parties (including any of the foregoing arising from the negligence of Administrative Agent, LC Issuer, Lenders, or their respective representatives), and any and all related costs, charges, and expenses (including Attorney Costs), which Administrative Agent, LC Issuer, or any Lender has actually incurred as a consequence, direct or indirect, of (A) the issuance of any Existing LC, or (B) the failure of LC Issuer to honor a draft under such Existing LC as a result of any act or omission, whether rightful or wrongful, of any present or future Governmental Authority; provided that , Borrower shall have no liability to indemnify Administrative Agent, LC Issuer, or any Lender in respect of any liability arising out of the gross negligence or willful misconduct of such party or any representatives of such party. The provisions of and undertakings and indemnifications set forth in this Section 2.2(h) shall survive the satisfaction and payment of the Obligations and termination of this Agreement.

(i) LC Agreements . Although referenced in any Existing LC, terms of any particular agreement or other obligation to the beneficiary are not in any manner incorporated herein. The fees and other amounts payable with respect to each Existing LC shall be as provided in this Agreement, drafts under any Existing LC shall be deemed part of the Obligations, and in the event of any conflict between the terms of this Agreement and any LC Agreement, the terms of this Agreement shall be controlling.

(j) Letters of Credit Issued for Portfolio Companies . Notwithstanding that an Existing LC issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Portfolio Company, Borrower shall be obligated to reimburse LC Issuer hereunder for any and all drawings under such Existing LC. Borrower hereby acknowledges that the issuance of Existing LCs for the account of a Portfolio Company inures to the benefit of Borrower, and that Borrower’s business derives substantial benefits from the businesses of such Portfolio Company.

(k) Applicability of ISP . Unless otherwise expressly agreed by LC Issuer and Borrower when an Existing LC was issued (including any such agreement applicable to an Existing LC), the rules of the ISP shall apply to each Existing LC.

2.3 Rates and Payment of Interest on Loans .

(a) Rates . Borrower promises to pay to Administrative Agent, for the account of each Lender, interest on the unpaid principal amount of each Loan for the period from and including the Closing Date to but excluding the date such Loan shall be paid in full, at the following per annum rates:

(i) during such periods as such Loan is a Base Rate Loan, the lesser of (A) the sum of the Base Rate (as in effect from time to time) plus the Applicable Rate, and (B) the Maximum Rate; and

(ii) during such periods as such Loan is a Eurodollar Loan, the lesser of (A) the sum of the Adjusted Eurodollar Rate for such Loan (for the Interest Period therefor) plus the Applicable Rate, and (B) the Maximum Rate.

Notwithstanding the foregoing, during the continuance of an Event of Default, Borrower hereby promises to pay to Administrative Agent (for the account of each Lender) interest at the applicable Post-Default Rate on the aggregate outstanding principal balance under all Loans made by such Lender and on any other amount payable by Borrower to such Lender hereunder or under any other Loan Document, including any overdue accrued but unpaid interest to the extent permitted under Applicable Law.

(b) Payment of Interest . Accrued interest on each Loan shall be payable as provided in each of the following clauses which apply to such Loan: (i) in the case of a Base Rate Loan, monthly on the fifteenth (15 ^th ) day of each calendar month, (ii) in the case of a Eurodollar Loan, on each Quarterly Date and on the last day of each Interest Period therefor, and (iii) in the case of a Eurodollar Loan, upon the payment, prepayment, or Continuation thereof, or the Conversion of such Loan to a Loan of another Type (but only on the principal amount so paid, prepaid, Continued, or Converted). Interest payable at the Post-Default Rate shall be payable from time to time on demand. Promptly after the determination of any interest rate provided for herein or any change therein, Administrative Agent shall give notice thereof (via electronic transmission or facsimile) to Lenders to which such interest is payable and to Borrower. All determinations by Administrative Agent of an interest rate hereunder shall be conclusive and binding on Lenders and Borrower for all purposes, absent manifest error.

2.4 Number of Interest Periods . There may be no more than six (6) different Interest Periods for Eurodollar Loans outstanding at the same time.

2.5 Repayment of Loans .

(a) Scheduled Principal Debt Payments . On each of the dates shown below Borrower shall reduce the Principal Debt to an amount not greater than the corresponding “ Maximum Amount of Principal Debt ” indicated below by either making principal payments in respect of Loans or reducing the LC Exposure or a combination thereof (provided that, delivery of Cash Collateral for LC Exposure shall not reduce the Principal Debt):

Each payment in respect of Loans and each reduction of LC Exposure made under this Section shall reduce the amount of the aggregate “Commitments” as defined in this Agreement.

(b) Maturity . On the Maturity Date Borrower shall (a) repay the entire outstanding principal amount of all Loans outstanding, together with all accrued and unpaid interest and fees, and (b) Cash Collateralize, in an amount equal to 100% of any and all LC Exposure then existing, in accordance with Section 2.2(g) .

2.6 Prepayments .

(a) Optional. Subject to Section 4.5 , Borrower may, upon notice to Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by Administrative Agent not later than 12:00 noon (i) in the case of Eurodollar Loans, on the date two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; and (B) any voluntary prepayment of Loans shall be in the minimum principal amount specified by Section 3.7(b) . Each such notice shall specify the date and amount of prepayment and the Type(s) of Loans to be prepaid, and, if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans. Each prepayment pursuant to this Section 2.6(a) shall be paid to the Lenders in accordance with their respective Commitment Percentages.

(b) Discounted Prepayments .

(i) Discounted Prepayment Offer . From time to time Borrower may, offer to prepay all or a portion of the Loans at a discounted amount (each a “ Discounted Prepayment ”), so long as (i) the offer is made to all Lenders on a ratable basis at the same time and upon the same terms and (ii) any such Discounted Prepayment shall include not only the discounted Loan paid, but also an amount equal to all accrued and unpaid interest and fees due and payable on the Loan so prepaid (calculated without giving effect to such discount). Borrower shall give written notice (the “ Offer Notice ”) to Administrative Agent of any Discounted Prepayment offer not less than eight (8) Business Days before the date specified in the notice for consummation of such Discounted Prepayment (the “ Consummation Date ”). Such Offer Notice shall be irrevocable and shall specify: (A) the proposed Consummation Date; (B) the percentage discount to par value of the principal amount of the Loans (expressed as a percentage of par value) (the “ Percentage Discount ”) being offered to the Lenders; (C) the maximum principal amount of the Loans offered to be purchased (the “ Maximum Offer ”); (D) the date upon which acceptances of the offer must be received (which date must be not sooner than the second Business Day after the Offer Notice is given by Administrative Agent to the Lenders); which Offer Notice shall be accompanied by a certificate of a Senior Financial Officer (v) confirming that the terms and date of the proposed Discounted Prepayment are the same as those being concurrently offered to the Noteholders with respect to any discounted purchase of Senior Notes, and that attached to such certificate is a copy of the written offer materials given or to be given to the Noteholders; (w) confirming that the Maximum Offer is not less than the Lenders’ ratable part of the aggregate offers currently being made to the Lenders and the Noteholders, such ratable part being determined based on the proportion that the Obligations (exclusive of any LC Exposure that is Cash Collateralized) bears to the sum of (1) the Obligations (exclusive of any LC Exposure that is Cash Collateralized) plus (2) the Note Obligations; (x) containing a representation and warranty that Borrower is not aware of any material non-public information (“ MNPI ”) with respect to Borrower or any of its Subsidiaries that either (i) has not been disclosed to the Lenders (other than Lenders that do not wish to receive MNPI with respect to Borrower or its Subsidiaries) prior to such time or (ii) if not disclosed to the Lenders, could reasonably be expected to have a material adverse effect upon, or otherwise be material, (A) to a Lender’s decision to offer Loans to Borrower to be prepaid, (B) to the market price of the Loans or (C) for purposes of United States Federal and state securities laws; and (y) containing a covenant that Borrower agrees that if prior to the date of the Discounted Prepayment, any representation or warranty made by it in such certificate will not be true and correct as of each Acceptance (defined below) date and the date of the Discounted Prepayment, it will promptly so notify the Administrative Agent in writing of such fact, who will promptly notify each Accepting Lender, and acknowledging that after such notification, any Accepting Lender may revoke its Acceptance within two Business Days of receiving such notification.

(ii) Acceptances of Discounted Payment Offer . Administrative Agent shall promptly notify the Lenders of such Offer Notice and shall specify therein the date and time by which each Lender’s acceptances of such offer must be received by Administrative Agent (which date may not be sooner than the second Business Day after the date such notice is given to the Lenders by Administrative Agent, the “ Acceptance Deadline ”). Lenders that elect to accept such Discounted Prepayment offer (each being herein referred to as an “ Accepting Lender ”) shall notify Administrative Agent in writing on or before the Acceptance Deadline, indicating such Lender’s election to accept such offer (each being herein referred to as an “ Acceptance ”) and specifying the amount of the Loans (the “ Acceptance Amount ”) such Lender is willing to subject to the proposed Discounted Prepayment (each being herein referred to as an “ Final Acceptance ”). Any Lender not responding to Administrative Agent by the Acceptance Deadline shall be deemed to have declined such Discounted Prepayment offer. Acceptances shall be deemed received only upon actual receipt by Administrative Agent.

(iii) Notification of Borrower regarding Acceptance of Discounted Prepayment Offer . Promptly after the Acceptance Deadline, the Administrative Agent shall compile all Acceptances. If the aggregate Loans that the Accepting Lenders are willing to subject to the Discounted Prepayment (the “ Aggregate Acceptance Amount ”) exceeds the Maximum Offer, then each Accepting Lender’s Acceptance Amount shall be reduced to an amount (the “ Adjusted Acceptance Amount ”) equal to (x) the Acceptance Amount of such Accepting Lender multiplied by (y) the proportion (expressed as a percentage) that such Accepting Lender’s Acceptance Amount bears to the aggregate amount of the Acceptance Amounts of all Accepting Lenders. Administrative Agent shall advise Borrower and the Accepting Lenders of the Adjusted Acceptance Amount of each Accepting Lender.

(iv) Discounted Prepayment . On the Consummation Date, Borrower shall prepay the Loans owed to each Accepting Lender in an amount equal to the product of (A) such Lender’s Acceptance Amount or Adjusted Acceptance Amount, as the case may be, multiplied by (B) the Percentage Discount (the “ Prepayment Amount ”), together with all interest and fees accrued and unpaid with respect to such Acceptance Amount or Adjusted Acceptance Amount, as the case may be. On the Consummation Date, upon payment by Borrower of the Prepayment Amount, the Commitment of each Accepting Lender shall be reduced by an amount equal to such Accepting Lender’s Final Acceptance Amount and the Commitment Percentage of such Accepting Lender shall be adjusted accordingly.

(v) Failure to Pay Prepayment Amount . To the extent any portion of the Discounted Prepayment owed to any Accepting Lender is not paid on the Consummation Date, then (A) the Discounted Prepayments paid to all Accepting Lenders on the Consummation Date and the amount of any discounted purchase price paid to any Noteholders electing to sell their Senior Notes (or a portion thereof) at a discount on the Consummation Date will be adjusted as set forth in Section 2.6(c)(iii) ; (B) the aggregate Discounted Prepayments actually paid to the Accepting Lenders shall be allocated pro rata among the Accepting Lenders in proportion to their Acceptance Amounts or Adjusted Acceptance Amounts, as the case may be; and (C) the Commitment of each Accepting Lender shall only be reduced by an amount equal to the product of (x) the Acceptance Amount or Adjusted Acceptance Amount, as the case may be, of such Accepting Lender multiplied by (y) the proportion (expressed as a percentage) that the amount of the Loans actually prepaid to such Accepting Lender on the Consummation Date bears to such Accepting Lender’s Prepayment Amount; and the Commitment Percentage of such Accepting Lender shall be adjusted accordingly.

(vi) Pro Rata . Each prepayment made by Borrower to an Accepting Lender shall be applied to repay Loans made by such Lender pro rata among all Loans made by such Lender, so that such Lender’s pro rata share of each Eurodollar Loan (and of the Base Rate Loan, if any) outstanding will be the same.

(c) Mandatory Prepayments . Subject to the application of payments in accordance with Section 2.6(d) :

(i) Asset Dispositions . If Borrower or any of its Consolidated Subsidiaries Disposes of any assets which results in the realization of Net Proceeds, then at the time required by the Intercreditor Agreement, Borrower shall prepay the Principal Debt (in the case of the following clauses (A) and (B) ) or the Obligations (in the case of the following clause (C) ) in an amount equal to the following:

(A) if no Major Event of Default then exists, (x) 6% of the Net Proceeds of such Disposition, plus (y) in the event that the amount of any concurrent prepayment made to the Noteholders exceeds an amount equal to 50% of such Net Proceeds (such excess being herein referred to as the “ Additional Disposition Prepayment Amount ”), Borrower shall prepay the Principal Debt in an additional amount equal to the Lenders’ ratable portion of such Additional Disposition Prepayment Amount in the proportion that the aggregate Principal Debt (inclusive of LC Exposure which is not Cash Collateralized) bears to the Total Outstandings (inclusive of any “ Make-Whole ” payments then due and owing or arising in connection with such prepayment); provided , however , that if no Event of Default has occurred and is continuing, Borrower shall not be required to make prepayments pursuant to clause (x) of this subsection (A) until the later of (x) November 1, 2009, or (y) the date upon which the aggregate Net Proceeds from all Dispositions consummated after the Closing Date equals $120,000,000;

(B) if a Major Event of Default (but not a Special Event of Default) then exists, the Lenders’ ratable portion of such Net Proceeds in the proportion that the aggregate Principal Debt (inclusive of LC Exposure which is not Cash Collateralized) bears to the Total Outstandings (exclusive of any “ Make-Whole ” payments then due and owing or arising in connection with such prepayment); or

(C) if a Special Event of Default then exists, the Lenders’ ratable portion of such Net Proceeds (after payment of the amounts owed in respect of fees, expenses, and indemnities of the Collateral Agent as provided in Section 4.2(a) , clause “FIRST” of the Intercreditor Agreement) in the proportion that the Obligations (exclusive of any LC Exposure that is Cash Collateralized) bears to the sum of (x) the Obligations (exclusive of any LC Exposure that is Cash Collateralized) plus (y) the Note Obligations (inclusive of any “ Make-Whole ” payments then due and owing or arising in connection with such prepayment).

(ii) Incurrence of Unsecured Debt . Concurrently with receipt by Borrower or any Consolidated Subsidiary of the proceeds of the incurrence of any unsecured Debt, Borrower shall prepay the Obligations, and to the extent required by the Senior Note Agreement, prepay the Senior Notes, in an aggregate amount equal to 100% of the proceeds (net of underwriting discounts and commissions and reasonable and customary out-of-pocket expenses incurred by Borrower or such Consolidated Subsidiary in connection therewith) of the issuance of such unsecured Debt; provided that the amount of the prepayment of the Obligations shall not be less than the Lenders’ ratable share of such proceeds, which ratable share shall be determined by ratably allocating the amount of such proceeds to the Obligations in the proportion that the Principal Debt (exclusive of any LC Exposure that is Cash Collateralized) bears to the sum of (x) the Principal Debt (exclusive of any LC Exposure that is Cash Collateralized) plus (y) the Note Obligations (inclusive of any “ Make-Whole ” payments then due and owing or arising in connection with such prepayment).

(iii) Senior Note Redemption . Concurrently with any Senior Note Redemption not otherwise addressed in clauses (i) , (ii) , or (iv) of this Section 2.6 , Borrower shall prepay the Obligations in an amount determined by allocating the Aggregate Redemption and Prepayment Amount proportionately. As used in this clause (iii) ,

“ Aggregate Redemption and Prepayment Amount ” means the sum of (x) the aggregate amount paid by Borrower in connection with such Senior Note Redemptions plus (y) the amount of the concurrent prepayments of the Obligations; and

“ proportionately ” means in the proportion that the Principal Debt (exclusive of any LC Exposure that is Cash Collateralized) bears to the sum of (x) the Principal Debt (exclusive of any LC Exposure that is Cash Collateralized) plus (y) the principal amount of the Senior Notes and any “ Make-Whole ” payments then due and owing or arising in connection with such prepayment.

The foregoing provisions of this clause (iii) shall not apply to a repurchase of any Senior Note for a purchase price less than an amount equal to 100% of the remaining principal balance of such Senior Note (such 100% amount being herein referred to as “ Par ”) pursuant to an offer made to Noteholders in compliance with Section 10.10 of the Senior Note Agreement as in effect on the date hereof; provided that contemporaneously with such offer, Borrower made an offer to the Lenders in compliance with Section 2.6(b) , and Borrower makes prepayments to all Lenders that accept such offer, in accordance with the terms of such offer as required in Section 2.6(b) . In the event that the aggregate purchase price paid by Borrower to the Noteholders pursuant to any such repurchase of Senior Notes at less than Par, when aggregated with the aggregate amount of any concurrent voluntary prepayment of any portion of the Obligations at a discounted amount paid pursuant to Section 2.6(b) (collectively, the “ Discounted Payments ”), are not sufficient to fully pay the amounts owed to the Noteholders electing to receive such discounted purchase amount (the “ Electing Noteholders ”) and the amounts owed to the Lenders electing to receive such discounted prepayment (the “ Electing Lenders ”), then the Discounted Payments received shall be allocated ratably between the Electing Noteholders and the Electing Lenders in the proportion that either (x) the principal portion of the Discounted Payments owed to such Electing Lenders or (y) the principal portion (inclusive of any “ Make-Whole ” payments then due and owing or arising in connection with such discounted purchase) owed to the Electing Noteholders, as the case may be, bears to the sum of the amounts in clauses (x) and (y) preceding. Nothing herein shall constitute a waiver by such Electing Lenders to receive the full amount of the discounted prepayment owed to such Lenders.

(iv) Change of Control; Sale of All or Substantially All of Borrower’s Assets . If a Change of Control occurs or any prepayment is required under the terms of Section 9.5(d) , then concurrently with the consummation of any such Change of Control (or such earlier date as any prepayment of the Senior Notes is paid as a result of a “ Change in Control ” arising under the Senior Note Agreement) or concurrently with the receipt of the Net Proceeds of any transaction that constitutes (or is part of a series of transactions that constitutes) a Disposition of all or substantially all of the assets of Borrower (a “ Total Sale ”), Borrower shall prepay the Obligations in full and Cash Collateralize all outstanding Existing LCs; provided that , (A) if any prepayments by reason of or otherwise concurrently with a Total Sale are not sufficient to pay all Obligations (including Cash Collateralization of all LC Exposure) and pay all Note Obligations then due, then the aggregate amount of any such prepayments received by the Lenders and the Noteholders shall be allocated ratably among the Lenders and the Noteholders in the proportion that either (x) the Obligations (exclusive of any LC Exposure that is Cash Collateralized) or (y) the Note Obligations (inclusive of any “ Make-Whole ” payments then due and owing or arising in connection with such prepayment), as the case may be, bears to sum of the amounts in clauses (x) and (y) preceding; and (B) if either the prepayments made to the Lenders as a result of a Change of Control are not sufficient to pay fully all Obligations (including Cash Collateralization of all LC Exposure) or the amounts paid to the Noteholders that exercised their optional tender rights with respect to a “ Change in Control ” under and pursuant to the Senior Note Agreement (the “ Tendering Noteholders ”) are not sufficient to pay fully the Note Obligations then due to the Tendering Noteholders, then the aggregate amount of such prepayments actually received by the Lenders and such amounts actually received by such Tendering Noteholders shall be allocated ratably among the Lenders and the Tendering Noteholders in the proportion that either (x) the Obligations (exclusive of any LC Exposure that is Cash Collateralized) or (y) the Note Obligations owed to the Tendering Noteholders (inclusive of any “ Make-Whole ” payments then due and owing or arising in connection with such optional tenders, if any), as the case may be, bears to the sum of the amounts in clauses (x) and (y) preceding. Nothing herein shall constitute a waiver by the Lenders to receive the full amount of any such prepayments owed to the Lenders hereunder.

(d) Reductions in Commitment; Application of Payments . Each prepayment (including any reduction of LC Exposure effected thereby) made by Borrower pursuant to this Section 2.6 shall reduce the amount of the aggregate “Commitments” as defined in this Agreement. Each mandatory prepayment made pursuant to Section 2.6(c) at a time when no Default or Event of Default (or in the case of Section 2.6(c)(i) , a Special Event of Default) exists shall be applied: first , to payment of the unpaid principal of the Loans and unpaid reimbursement obligations with respect to Existing LCs, together with accrued and unpaid interest and fees thereon, ratably among the Lenders and the LC Issuer in proportion to such respective amounts payable to them; second , to Administrative Agent (or, if required by the Intercreditor Agreement, the Collateral Agent), to be held as Cash Collateral, in an amount equal to 100% of the aggregate undrawn amount of Existing LCs; and third , to other Obligations in the order set forth in Section 10.3 . Each voluntary prepayment made pursuant to Sections 2.6(a) or 2.6(b) at a time when no Default or Event of Default exists shall be applied in accordance with Section 3.1 . Each prepayment made pursuant to this Section 2.6 at any time when a Default or Event of Default exists (or in the case of Section 2.6(c)(i) , a Special Event of Default) shall be applied in accordance with Section 10.3 . Each prepayment of Loans pursuant to this section shall be applied to principal debt payments in direct order of maturities.

(e) Break Funding Costs . If Borrower is required to pay any outstanding Eurodollar Loans by reason of this Section 2.6 prior to the end of the applicable Interest Period therefor, then Borrower shall pay all amounts due under Section 4.5 .

(f) Interest . Any prepayment of a Eurodollar Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required by Section 4.5 .

2.7 Continuation . So long as no Default or Event of Default shall have occurred and be continuing, Borrower may on any Business Day, with respect to any Eurodollar Loan, elect to maintain such Eurodollar Loan or any portion thereof as a Eurodollar Loan, as applicable, by selecting a new Interest Period for such Loan. Each new Interest Period selected under this Section shall commence on the last day of the immediately preceding Interest Period. Each selection of a new Interest Period shall be made by Borrower giving to Administrative Agent a Notice of Continuation not later than 12:00 noon on the second Business Day prior to the date of any such Continuation. Such notice by Borrower of a Continuation shall be by telephone or telecopy, confirmed immediately in writing if by telephone, in the form of a Notice of Continuation, specifying (a) the proposed date of such Continuation, (b) the Eurodollar Loan, or portion thereof, subject to such Continuation, and (c) the duration of the selected Interest Period, all of which shall be specified in such manner as is necessary to comply with all limitations on Loans outstanding hereunder. Each Notice of Continuation shall be irrevocable by and binding on Borrower once given. Promptly after receipt of a Notice of Continuation (and in any event not later than 1:00 p.m. on the date of receipt thereof), Administrative Agent shall notify each Lender by telex or telecopy, or other similar form of transmission of the proposed Continuation. If Borrower shall fail to select in a timely manner a new Interest Period for any Eurodollar Loan in accordance with this Section, such Loan will automatically, on the last day of the current Interest Period therefore, Convert into a Base Rate Loan.

2.8 Conversion . Borrower may on any Business Day, upon Borrower’s giving of a Notice of Conversion to Administrative Agent, Convert all or a portion of a Loan of one Type into a Loan of another Type. Any Conversion of a Eurodollar Loan into a Base Rate Loan shall be made on, and only on, the last day of an Interest Period for such Eurodollar Loan. Each such Notice of Conversion shall be given by Borrower not later than 12:00 noon (a) on the Business Day prior to the date of any proposed Conversion into Base Rate Loans or (b) on the second Business Day prior to the date of any proposed Conversion into Eurodollar Loans. Promptly upon receipt of a Notice of Conversion (and in any event not later than 1:00 p.m. on the date of receipt thereof), Administrative Agent shall notify each Lender by telecopy or other similar form of transmission of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telephone or telecopy confirmed immediately in writing if by telephone, in the form of a Notice of Conversion, specifying (i) the requested date of such Conversion, (ii) the Type of Loan to be Converted, (iii) the portion of such Type of Loan to be Converted, (iv) the Type of Loan into which such Loan is to be Converted, and (v) if such Conversion is into a Eurodollar Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on Borrower once given. Notwithstanding the foregoing, Borrower shall not have the right to convert from a Base Rate Loan to a Eurodollar Loan, or to continue a Eurodollar Loan, during the occurrence and continuance of a Default or an Event of Default.

2.9 Loan Accounts, Promissory Notes .

(a) Loan Accounts; Noteless Transaction . The Principal Debt owed to each Lender shall be evidenced by one or more loan accounts or records maintained by such Lender and by Administrative Agent in the ordinary course of business. The loan accounts or records maintained by Administrative Agent (including the Register) and each Lender shall be conclusive evidence absent manifest error of the amount of the Loans made to Borrower from each Lender under this Agreement and the interest and principal payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of Borrower under the Loan Documents to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of Administrative Agent in respect of such matters, the accounts and records of such Lender shall control absent manifest error.

(b) Promissory Notes . Upon the request of any Lender made through Administrative Agent, the Principal Debt owed to such Lender may be evidenced by a Promissory Note.

SECTION 3. PAYMENTS, FEES AND OTHER GENERAL PROVISIONS.

3.1 Payments . Each payment or prepayment on the Obligations shall be made in Dollars, without condition or deduction for setoff, counterclaim, defense, or recoupment, and is due and must be paid at Administrative Agent’s Principal Office in funds which are or will be available for immediate use by Administrative Agent by 12:00 noon on the day due. Payments made after 12:00 noon shall be deemed made on the Business Day next following. If no Default or Event of Default exists and if no order of application is otherwise specified herein or in the other Loan Documents, payments and prepayments of the Obligations shall be applied first to Fees, second to accrued interest then due and payable on the Principal Debt, and then to the remaining Obligations in the order and manner as Borrower may direct. If a Default or Event of Default exists and if no order of application is otherwise specified herein or in the other Loan Documents (or if Borrower fails to give direction as permitted in the preceding sentence), any payment or prepayment shall be applied to the Obligations in accordance with Section 10.3 . Administrative Agent shall pay to each Lender any payment or prepayment to which such Lender is entitled hereunder on the same day Administrative Agent shall have received the same from Borrower; provided such payment or prepayment is received by Administrative Agent prior to 12:00 noon, and otherwise before 12:00 noon on the Business Day next following. If and to the extent Administrative Agent shall not make such payments to Lenders when due as set forth in the preceding sentence, such unpaid amounts shall accrue interest, payable by Administrative Agent, at the Federal Funds Rate from the due date until (but not including) the date on which Administrative Agent makes such payments to Lenders.

3.2 Pro Rata Treatment . Except to the extent otherwise provided herein: (a) each payment of the Fees under Sections 3.8(a) , 3.8(b) , 3.8(e) , and 3.8(g) shall be made for the account of Lenders pro rata in accordance with the amount of their respective Commitment Percentages, (b) each payment or prepayment of principal of Loans shall be made for account of Lenders pro rata in accordance with the respective unpaid principal amounts of the Loans held by them; (c) each payment of interest on Loans shall be made for account of Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders; (d) each payment with respect to the Existing LCs shall be made for the account of LC Issuer and each other Lender purchasing a participation in any Existing LC and related reimbursement obligations and shall be shared pro rata among such Lenders, as determined on any date of determination for any such Lender as the proportion which the Principal Debt arising under the Existing LCs (or participations therein) owed to such Lender bears to the Principal Debt under the Existing LCs owed to all Lenders; and (e) the Conversion and Continuation of Loans of a particular Type ( other than Conversions provided for by Section 4.4 ) shall be made pro rata among Lenders according to the amounts of their respective Commitment Percentages, and the then current Interest Period for each Lender’s portion of each Loan of such Type shall be coterminous.

3.3 Sharing of Payments, Etc . Except as contemplated in Section 4.7 , if any Lender shall obtain any payment (whether voluntary, involuntary, or otherwise, including as a result of exercising its rights under Section 3.4 ) which is in excess of its ratable share of any such payment, such Lender shall purchase from the other Lenders such participations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided , however , that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender under any of the circumstances described in Section 12.17 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), the purchase shall be rescinded and the purchase price restored to the extent of such recovery. Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section   3.3 may, to the fullest extent permitted by Applicable Law, exercise all of its rights of payment (including the right of offset) with respect to such participation as fully as if such Lender were the direct creditor of Borrower in the amount of such participation.

3.4 Offset . Upon the occurrence and during the continuance of an Event of Default, each Lender shall be entitled to exercise (for the benefit of Lenders in accordance with Section 3.3 ) the rights of offset and/or banker’s lien against each and every account and other property, or any interest therein, which Borrower may now or hereafter have with, or which is now or hereafter in the possession of, such Lender to the extent of the full amount of the Obligations ( other than special accounts, trust accounts, or escrow accounts maintained by Borrower in a fiduciary capacity or as an agent for unrelated third parties or any Portfolio Company), so long as the amounts offset are paid to Collateral Agent to the extent required by the Intercreditor Agreement.

3.5 Booking Borrowings . To the extent permitted by Applicable Law, any Lender may make, carry, or transfer its Loans at, to, or for the account of any of its branch offices or the office of any of its Affiliates; provided that , no Affiliate shall be entitled to receive any greater payment under Section 4 than the transferor Lender would have been entitled to receive with respect to such Loans.

3.6 Several Obligations . The obligations of Lenders hereunder are several and not joint. No Lender shall be responsible for the failure of any other Lender to fund participations in Existing LCs, or to perform any other obligation to be made or performed by such other Lender hereunder, and the failure of any Lender to fund any such participation, or to perform any other obligation to be made or performed by it hereunder shall not relieve the obligation of any other Lender to fund any such participation, or to perform any other obligation to be made or performed by such other Lender.

3.7 Minimum Amounts .

(a) Conversions . Each Conversion of Loans to Eurodollar Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amount.

(b) Prepayments . Each voluntary prepayment of Loans shall be in an aggregate minimum amount of $1,000,000.

3.8 Fees .

(a) Facility Fee . Borrower agrees to pay to Administrative Agent (for the account of each Lender in accordance with its daily Commitment Percentage) a nonrefundable facility fee in an amount equal to 0.50% (calculated on a per annum basis) multiplied by the amount of the daily amount of the Principal Debt. The facility fee shall accrue until no Loans or LC Exposure remains outstanding. Such facility fee shall be payable quarterly in arrears on each Quarterly Date and, without duplication, on the Maturity Date, beginning with September 15, 2009.

(b) Upfront Fee . On the Closing Date, Borrower agrees to pay a nonrefundable upfront fee to Administrative Agent for the ratable account of Lenders in an amount equal to two percent (2%) of the principal amount of the Loans outstanding as of the Closing Date.

(c) Outstanding Fees . On the Closing Date, Borrower agrees to pay all fees payable to Bank of America, N.A. and Banc of America Securities LLC under that certain engagement letter dated December, 2008 which have not been paid by Borrower prior to the Closing Date.

(d) Administrative; Other Fees . Borrower agrees to pay to Administrative Agent for its own account the fees in the amounts and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever

(e) LC Fees . Borrower agrees to pay to LC Issuer (for the account of each Lender in accordance with its daily average Commitment Percentage), an LC fee payable quarterly in arrears commencing on the Closing Date and for so long as each such Existing LC is outstanding, on each Quarterly Date and on the expiry date of the Existing LC. The LC fee for each Existing LC shall be in an amount equal to the product of (i) 5.00% (calculated on a per annum basis) multiplied by (ii) the maximum amount available to be drawn under each Existing LC that is outstanding (“ LC Fee ”). Notwithstanding anything to the contrary contained herein, upon the request of the Requisite Lenders, while an Event of Default exists, all LC Fees shall accrue at the Post-Default Rate.

(f) LC Issuer Fees . In addition to the fees provided for in the Fee Letter, Borrower agrees to pay directly to LC Issuer (for its own account) the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of LC Issuer relating to Existing LCs as from time to time in effect. Such reasonable and customary fees and standard costs and charges are due and payable 30 days after demand or invoicing therefor and are nonrefundable.

(g) Restructuring Fee . If any Loans or LC Exposure remain outstanding on January 31, 2010, Borrower agrees to pay on such date to Administrative Agent, for the account of the Lenders, a restructuring fee in an amount equal to one percent (1.0%) of the principal amount of the Loans outstanding on such date, and such fee shall be distributed to the Lenders on a pro rata basis based on their Commitment Percentages.

3.9 Computations . Other than calculations in respect of interest at the Bank of America “prime” rate (which shall be made on the basis of actual number of days elapsed in a 365/366 day year), all calculations of interest and fees are made on the basis of actual number of days elapsed in a 360 day year. Each determination by Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

3.10 Maximum Rate . Regardless of any provision contained in any Loan Document, neither Administrative Agent nor any Lender shall ever be entitled to contract for, charge, take, reserve, receive, or apply, as interest on the Obligations, or any part thereof, any amount in excess of the Maximum Rate, and, if Lenders ever do so, then such excess shall be deemed a partial prepayment of principal and treated hereunder as such and any remaining excess shall be refunded to Borrower. In determining if the interest paid or payable exceeds the Maximum Rate, Borrower and Lenders shall, to the maximum extent permitted under Applicable Law, (a) treat all Loans as but a single extension of credit (and Lenders and Borrower agree that such is the case and that provision herein for multiple Loans is for convenience only), (b) characterize any nonprincipal payment as an expense, fee, or premium rather than as interest, (c) exclude voluntary prepayments and the effects thereof, and (d) amortize, prorate, allocate, and spread the total amount of interest throughout the entire contemplated term of the Obligations; provided that , if the Obligations are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Amount, Lenders shall refund such excess, and, in such event, Lenders shall not, to the extent permitted by Applicable Law, be subject to any penalties provided by any Applicable Laws for contracting for, charging, taking, reserving, or receiving interest in excess of the Maximum Amount.

3.11 Interest Recapture . If the designated rate applicable to any Loan exceeds the Maximum Rate, the rate of interest on such Loan shall be limited to the Maximum Rate, but any subsequent reductions in such designated rate shall not reduce the rate of interest thereon below the Maximum Rate until the total amount of interest accrued thereon equals the amount of interest which would have accrued thereon if such designated rate had at all times been in effect. In the event that at maturity (stated or by acceleration), or at final payment of the Principal Debt, the total amount of interest paid or accrued is less than the amount of interest which would have accrued if such designated rates had at all times been in effect, then, at such time and to the extent permitted by law, Borrower shall pay an amount equal to the difference between (a) the lesser of the amount of interest which would have accrued if such designated rates had at all times been in effect and the amount of interest which would have accrued if the Maximum Rate had at all times been in effect, and (b) the amount of interest actually paid or accrued on the Principal Debt.

3.12 Agreement Regarding Interest and Charges . The parties hereto hereby agree and stipulate that the only charge imposed upon Borrower for the use of money in connection with this Agreement is and shall be the interest specifically described in Section 2.3(a) . Notwithstanding the foregoing, the parties hereto further agree and stipulate that all agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid by Administrative Agent, LC Issuer, or any Lender to third parties or for damages incurred by Administrative Agent, LC Issuer, or any Lender, are charges made to compensate Administrative Agent, LC Issuer, or any such Lender for underwriting or administrative services and costs or losses performed or incurred, and to be performed or incurred, by Administrative Agent, LC Issuer, and Lenders in connection with this Agreement and shall under no circumstances be deemed to be charges for the use of money.

3.13 Defaulting Lenders .

(a) Generally . If for any reason any Lender (a “ Defaulting Lender ”) (i) shall fail or refuse to perform any of its obligations under this Agreement or any other Loan Document to which it is a party within the time period specified for performance of such obligation or, if no time period is specified, if such failure or refusal continues for a period of two Business Days after notice from Administrative Agent, or (ii) shall be deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding, then, in addition to the rights and remedies that may be available to Administrative Agent or Borrower under this Agreement or Applicable Law, such Defaulting Lender’s right to participate in the administration of the Loans, this Agreement, and the other Loan Documents, including any right to vote in respect of, to consent to, or to direct any action or inaction of Administrative Agent or to be taken into account in the calculation of the Requisite Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a Defaulting Lender because it has failed to make timely payment to Administrative Agent of any amount required to be paid to Administrative Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which Administrative Agent or Borrower may have under the immediately preceding provisions or otherwise, Administra