CREDIT AGREEMENT

Exhibit 10

$100,000,000

CREDIT AGREEMENT

among

MVC CAPITAL, INC.

MVC FINANCIAL SERVICES, INC.

as Borrowers,

The Several Lenders

from Time to Time Parties Hereto,

and

GUGGENHEIM CORPORATE FUNDING, LLC,

as Administrative Agent

Dated as of April 27, 2006

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

           CREDIT AGREEMENT, dated as of April 27, 2006, among MVC Capital, Inc., a Delaware corporation (the “ Company ”), MVC Financial Services, Inc. (“ MVCFS ”, and together with the Company, each a “ Borrower ”, and collectively, the “ Borrowers ”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “ Lenders ”), and Guggenheim Corporate Funding, LLC, as administrative agent for the Lenders (in such capacity, the “ Administrative Agent ”).

W I T N E S S E T H:

           WHEREAS, the Borrowers have requested that the Lenders make available for the purposes specified in this Agreement, a term loan facility and a revolving credit facility; and

           WHEREAS, the Lenders are willing to make such credit facilities available upon and subject to the terms and conditions hereinafter set forth;

           NOW, THEREFORE, in consideration of the premises and the agreements hereinafter set forth, the parties hereto hereby agree as follows:

SECTION 1

DEFINITIONS

           1.1 Defined Terms . As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.

           “ Accounting Change ” as defined in Section 9.15.

           “ Administrative Agent ” as defined in the preamble hereto.

           “ Affiliate ” as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “ control ” of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise. A Portfolio Company be shall not be an Affiliate unless the accounts of such Portfolio Company would, in accordance with GAAP, be consolidated with those of the Company in its consolidated and consolidating financial statements.

           “ Aggregate Exposure ” with respect to any Lender at any time, an amount equal to (a) until the Closing Date, the aggregate amount of such Lender’s Commitments at such time and (b) thereafter, the sum of (i) the amount of such Lender’s unused Term Loan Commitment then in effect, (ii) the aggregate then unpaid principal amount of such Lender’s Term Loans and (iii) the amount of such Lender’s Revolving Credit Commitment then in effect or, if the Revolving Credit Commitments have been terminated, the amount of such Lender’s Revolving Extensions of Credit then outstanding.

           “ Aggregate Exposure Percentage ” with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such time to the sum of the Aggregate Exposures of all Lenders at such time.

           “ Agreement ” this Credit Agreement, as amended, restated, supplemented or otherwise modified from time to time.

           “ Applicable Margin ” with respect to (i) Eurodollar Loans, a rate per annum equal to 2.00% and (ii) Base Rate Loans, a rate per annum equal to 1.00%.

           “ Asset Sale ” any Disposition of Property or series of related Dispositions of Property (excluding any such Disposition permitted by clause (a), (b), (c) or (d) of Section 6.5) which yields gross proceeds to the Company or any of its Consolidated Subsidiaries (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) in excess of $250,000.

           “ Assignee ” as defined in Section 9.6(c).

           “ Assignment and Acceptance ” as defined in Section 9.6(c).

           “ Assignor ” as defined in Section 9.6(c).

           “ Available Credit ” at any time, (a) the then effective Revolving Credit Commitments minus (b) the aggregate Revolving Extensions of Credit outstanding at such time.

           “ Available Revolving Credit Commitment ” with respect to any Revolving Credit Lender at any time, an amount equal to the excess, if any, of (a) such Lender’s Revolving Credit Commitment then in effect over (b) such Lender’s Revolving Extensions of Credit then outstanding.

           “ Bankruptcy Code ” title 11, United States Code, as amended from time to time, or any subsequent legislation that amends, supplements or supersedes such statute.

           “ Bankruptcy Event ” and event set forth in Clause (f) of Section 7.

           “ Base Rate ” for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus ¹ / 2 of 1%. For purposes hereof: “ Prime Rate ” shall mean the prime rate of interest specified under the Bloomberg reference identified as “ PRIMBB Index ” on the date that is two Business Days prior to such day (or such other comparable page as may, in the opinion of the Administrative Agent, replace such page for the purpose of displaying such rate), as in effect from time to time. Any change in the Base Rate due to a change in the Prime Rate actually available or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually available.

           “ Base Rate Loans ” Loans for which the applicable rate of interest is based upon the Base Rate.

           “ Benefited Lender ” as defined in Section 9.7.

           “ Board ” the Board of Governors of the Federal Reserve System of the United States (or any successor).

           “ Borrowers ” as defined in the preamble hereto.

           “ Borrowing ” a borrowing consisting of Revolving Loans made on the same day by the Revolving Credit Lenders ratably according to their respective Revolving Credit Commitments.

           “ Borrowing Date ” each Business Day specified by the Company as the date on which any Borrower requests the relevant Lenders to make Loans hereunder in a Borrowing Notice in accordance with Schedule 2.1 or Section 2.5.

           “ Borrowing Notice ” with respect to any request for borrowing of Loans hereunder, a notice, substantially in the form of, and containing the information prescribed by, Exhibit G, delivered to the Administrative Agent.

           “ Business Day ” (a) for all purposes other than as covered by clause (b) below, a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close and (b) with respect to all notices and determinations in connection with, and payments of principal and interest on, Eurodollar Loans, any day which is a Business Day described in clause (a) and which is also a day for trading by and between banks in Dollar deposits in the interbank eurodollar market.

           “ Capital Expenditures ” for any period, with respect to any Person, the aggregate of all expenditures by such Person for the acquisition or leasing (pursuant to a capital lease) of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such period) which are required to be capitalized under GAAP on a balance sheet of such Person.

           “ Capital Lease Obligations ” with respect to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP; and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

           “ Capital Stock ” any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing.

           “ Cash Equivalents ” (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States of America or any state thereof having combined capital and surplus of not less than $500,000,000; (c) commercial paper of an issuer rated at least A-2 by S&P or P-2 by Moody’s, or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six months from the date of acquisition; (d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days with respect to securities issued or fully guaranteed or insured by the United States government; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A-1 by S&P or P-1 by Moody’s; (f) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition; and (g) shares of money market mutual or

similar funds which invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition.

           “ Change of Control ” the occurrence of any of the following events: (a) any “ person ” or “ group ” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)), excluding Michael Tokarz, shall become, or obtain rights (whether by means or warrants, options or otherwise) to become, the “ beneficial owner ” (as defined in Rules 13(d)-3 and 13(d) 5 under the Exchange Act), directly or indirectly, of more than 25% of the outstanding common stock of the Company; (b) the Board of Directors of the Company shall cease to consist of a majority of Continuing Directors; (c) the Company shall cease to own and control, of record and beneficially, directly, 100% of each class of outstanding Capital Stock of MVCFS and each other Subsidiary free and clear of all Liens (except Liens created by the Guarantee and Collateral Agreement); or (d) Michael Tokarz is not serving in a capacity with responsibilities and duties similar to those responsibilities and duties being performed by him on the Closing Date and he has not been replaced pursuant to arrangements reasonably acceptable to the Administrative Agent on or prior to the date falling six months from the date he ceased serving in such capacity.

           “ Closing Date ” the date on which the conditions precedent set forth in Section 4.2 shall have been satisfied, which date shall be not later than April 27, 2006.

           “ Code ” the United States Internal Revenue Code of 1986, as amended from time to time.

           “ Collateral ” all Property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document.

           “ Commitment ” with respect to any Lender, each of the Term Loan Commitment and the Revolving Credit Commitment of such Lender.

           “ Commitment Fee Rate ” a rate per annum equal to the percentage set forth in the table below opposite the Quarterly Average Available Revolving Credit Commitment Percentage for the applicable period.

           “ Commitment Usage Percentage ” with respect to any Revolving Credit Lender at any time, an amount equal to the percentage equal to (a) such Lender’s Revolving Extensions of Credit then outstanding divided by (b) such Lender’s Revolving Credit Commitment then in effect.

           “ Commonly Controlled Entity ” an entity, whether or not incorporated, that is under common control with the Company within the meaning of Section 4001 of ERISA or is part of a group that includes the Borrowers and that is treated as a single employer under Section 414 of the Code.

           “ Compliance Certificate ” a certificate duly executed by a Responsible Officer, substantially in the form of Exhibit B.

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

           “ Consolidated Shareholders’ Equity ” at any time, the shareholders’ equity of the Company and its Consolidated Subsidiaries, as set forth in or reflected on the most recent consolidated balance sheet of the Company and its Consolidated Subsidiaries prepared in accordance with GAAP, but excluding any redeemable preferred stock of the Company or any of its Consolidated Subsidiaries. Consolidated Shareholders’ Equity would generally include, but not be limited to, (a) the par or stated value of all outstanding Capital Stock, (b) additional paid-in capital, (c) retained earnings and (d) various deductions such as (1) purchases of treasury stock, (2) valuation allowances, (3) receivables due from an employee stock ownership plan, (4) employee stock ownership plan debt guarantees and (5) translation adjustments for foreign currency translations.

           “ Consolidated Subsidiary ” any Subsidiary or other entity the accounts of which, in accordance with GAAP, would be consolidated with those of the Company in its consolidated and consolidating financial statements as of such date.

           “ Continuing Directors ” the directors of the Company on the Closing Date and each other director of the Company, if, in each case, such other director’s nomination for election to the Board of Directors of the Company is recommended by at least 66-2/3% of the then Continuing Directors.

           “ Contractual Obligation ” as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its Property is bound.

           “ Control Investment Affiliate ” as to any Person, any other Person that (a) directly or indirectly, is in control of, is controlled by, or is under common control with, such Person and (b) is organized by such Person primarily for the purpose of making equity or debt investments in one or more companies. For purposes of this definition, “ control ” of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise and “ controlled ” has a meaning correlative thereto.

           “ Copyrights ” copyrights, mask work rights, database rights and design rights, whether or not registered or published, all registrations and recordations thereof and all applications in connection therewith, together with all renewals, continuations, reversions and extensions thereof and all rights to obtain such renewals, continuations, reversions and extensions thereof.

           “ Default ” any of the events specified in Section 7, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

           “ Defaulted Investment ” shall mean any Investment other than those set forth on Schedule II hereto (a) that is 10 Business Days or more past due with respect to any interest or principal payments, (b) (i) under which a “ default ” or “ event of default ” has occurred and has continued for a period in excess of one hundred ten (110) days or (ii) that has been accelerated or (c) that is or otherwise should be considered a defaulted loan by the Company in connection with its Investment Procedures and Valuation Policy.

           “ Derivatives Counterparty ” as defined in Section 6.6.

           “ Disposition ” with respect to any Property, any sale, lease, sale and leaseback, assignment, conveyance, license, transfer or other disposition thereof; and the terms “ Dispose ” and “ Disposed of ” shall have correlative meanings.

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

           “ Domestic Subsidiary ” any Subsidiary of the Company organized under the laws of any jurisdiction within the United States of America.

           “ EBIT ” shall mean, for any period and with respect to the Company and its Consolidated Subsidiaries, operating income after deduction of all operating expenses and other proper charges other than taxes and Interest Expense, all as determined in accordance with GAAP.

           “ Eligible Assignee ” (a) a Lender or an Affiliate, Related Fund or Control Investment Affiliate of any Lender, (b) a commercial bank, (c) an insurance company regularly engaged in making, purchasing, holding or otherwise investing in loans and similar extensions of credit, or (d) a savings and loan association or savings bank organized under the laws of the United States or any State thereof.

           “ Eligible Debt Investments ” Investments in senior debt, subordinated debt and junior subordinated debt that have been purchased or otherwise acquired by the Company or a Consolidated Subsidiary in the ordinary course of business; provided , that no such Investment shall be an Eligible Debt Investment unless (a) such Investment is (i) evidenced by an instrument or agreement that has been duly authorized, executed and delivered and is enforceable against the obligor thereof or (ii) in the form of a participation; provided , that the aggregate amount of Investments that may constitute Eligible Debt Investments shall not exceed 7.5% of Total Assets at any time, (b) such Investment, if applicable, is denominated and payable either in (1) United States dollars or (2) the currency of a jurisdiction other than the United States of America, provided , that the aggregate amount of Investments permitted under this subclause (2) and clause (b)(2) of the definition of Eligible Equity Investments shall not exceed the maximum amount permitted under applicable law, including, without limitation, the Investment Company Act and the Code, (c) such Investment is not subject to any Lien and, if such Investment is owned by a Consolidated Subsidiary, the Company shall not have pledged or otherwise encumbered the stock of such Consolidated Subsidiary or any direct or indirect parent thereof, (d) except as set forth on Schedule II hereto, such Investment has a minimum cash coupon of 6%, (e) no right of rescission, set-off, counterclaim, defense or other material dispute has been asserted with respect to such Investment, (f) the obligor in respect of such Investment is not (1) an individual, (2) the subject of a Bankruptcy Event (other than with respect to an Investment in the form of debtor-in-possession financing provided to such obligor under the Bankruptcy Code) or (3) a party to a Defaulted Investment and (g) the obligor in respect of such Investment is (1) organized or incorporated under the laws of the United States of America or (2) organized or incorporated under the laws of a jurisdiction other than the United States of America, provided , that (x) the

aggregate amount of Investments permitted under this subclause (2) and clause (f)(2) of the definition of Eligible Equity Investments shall not exceed 25% of Total Assets at any time and (y) no single Investment permitted under this subclause (2) and clause (f)(2) of the definition of Eligible Equity Investments shall exceed 15% of Total Assets at any time. It is understood that solely for the purpose of determining compliance with Section 6.1(d), Vitality Preferred shall be deemed an Eligible Debt Investment in an aggregate principal amount of up to $10,000,000.

           “ Eligible Equity Investments ” Investments in common stock, preferred stock, redeemable preferred stock, and warrants that have been purchased or otherwise acquired by the Company or a Consolidated Subsidiary in the ordinary course of business; provided , that no such Investment shall be an Eligible Equity Investment unless (a) such Investment is evidenced by an instrument or agreement that has been duly authorized, executed and delivered and is enforceable against the issuer thereof, (b) such Investment, if applicable, is denominated and payable either in (1) United States dollars or (2) the currency of a jurisdiction other than the United States of America, provided , that the aggregate amount of Investments permitted under this subclause (2) and clause (b)(2) of the definition of Eligible Debt Investments shall not exceed the maximum amount permitted under applicable law, including, without limitation, the Investment Company Act and the Code, (c) such Investment is not subject to any Lien other than Liens granted on the equity interests of a Portfolio Company to secure Indebtedness used to finance the acquisition of such Portfolio Company and which Indebtedness is non-recourse to the Company or any Subsidiary and, if such Investment is owned by a Consolidated Subsidiary, the Company shall not have pledged or otherwise encumbered the stock of such Consolidated Subsidiary or any direct or indirect parent thereof, (d) no right of rescission, set-off, counterclaim, defense or other material dispute has been asserted with respect to such Investment, (e) the issuer in respect of such Investment is not (1) an individual, (2) the subject of a Bankruptcy Event or (3) in default beyond any period of grace with respect to such Investment or any term of any agreement or instrument evidencing such Investment and (f) the issuer in respect of such Investment is (1) organized or incorporated under the laws of the United States of America or (2) organized or incorporated under the laws of a jurisdiction other than the United States of America, provided , that (x) the aggregate amount of Investments permitted under this subclause (2) and clause (g)(2) of the definition of Eligible Debt Investments shall not exceed 25% of Total Assets at any time and (y) no single Investment permitted under this subclause (2) and clause (g)(2) of the definition of Eligible Debt Investments shall exceed 15% of Total Assets at any time.

           “ Eligible Investments’ shall mean Eligible Debt Investments and Eligible Equity Investments.

           “ Environmental Laws ” any and all laws, rules, orders, regulations, statutes, ordinances, guidelines, codes, decrees, or other legally enforceable requirements (including, without limitation, common law) of any international authority, foreign government, the United States, or any state, local, municipal or other Governmental Authority, regulating, relating to or imposing liability or standards of conduct concerning protection of the environment, natural resources, human health, or employee health and safety, as has been, is now, or may at any time hereafter be, in effect.

           “ Environmental Permits ” any and all permits, licenses, approvals, registrations, notifications, exemptions and other authorizations required under any Environmental Law.

           “ Equity Issuance ” the issue or sale of any Capital Stock of the Company to any Person.

           “ ERISA ” the Employee Retirement Income Security Act of 1974, as amended from time to time.

           “ Eurocurrency Reserve Requirements ” for any day, the aggregate (without duplication) of the maximum rates (expressed as a decimal fraction) of reserve requirements in effect on such day (including, without limitation, basic, supplemental, marginal and emergency reserves) under any regulations of the Board or other Governmental Authority having jurisdiction with respect thereto dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “ Eurocurrency Liabilities ” in Regulation D of the Board) maintained by a member bank of the Federal Reserve System.

           “ Eurodollar Base Rate ” with respect to each day during each Interest Period, the rate per annum determined on the basis of the rate for deposits in Dollars for a period equal to such Interest Period commencing on the first day of such Interest Period appearing on Page 3750 of the Telerate screen as of 11:00 a.m., London time, two Business Days prior to the beginning of such Interest Period. In the event that such rate does not appear on Page 3750 of the Telerate screen (or otherwise on such screen), the “ Eurodollar Base Rate ” for purposes of this definition shall be determined by reference to such other comparable publicly available service for displaying eurodollar rates as may be selected by the Administrative Agent.

           “ Eurodollar Loans ” Loans for which the applicable rate of interest is based upon the Eurodollar Rate.

           “ Eurodollar Rate ” with respect to each day during each Interest Period, a rate per annum determined for such day in accordance with the following formula (rounded upward to the nearest 1/100th of 1%):

           “ Eurodollar Tranche ” the collective reference to Eurodollar Loans the then current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day).

           “ Event of Default ” any of the events specified in Section 7, provided , that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

           “ Excluded Foreign Subsidiary ” each Foreign Subsidiary in respect of which the guaranteeing by such Subsidiary of the Obligations, would, in the good faith judgment of the Company, result in adverse tax consequences to the Company and its Subsidiaries taken as a whole.

           “ Facility ” each of (a) the Term Loan Commitments and the Term Loans made thereunder (the “ Term Loan Facility ”) and (c) the Revolving Credit Commitments and the Revolving Extensions of Credit made thereunder (the “ Revolving Credit Facility ”).

           “ Federal Funds Effective Rate ” for any day, a rate per annum (expressed as a decimal, rounded upwards, if necessary, to the next higher 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 (i) if the day for which such rate is to be determined is not a Business Day, the Federal Funds Effective 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 (ii) if such rate is not so published for any day, the Federal Funds Effective Rate for such day shall be the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal Funds brokers of recognized standing selected by it.

           “ Fee Letter ” shall mean the letter dated as of April 27, 2006, addressed to the Borrowers from the Administrative Agent and accepted by the Borrowers on April 27, 2006, with respect to certain fees to be paid from time to time to the Administrative Agent.

           “ Foreign Subsidiary ” any Subsidiary of the Company that is not a Domestic Subsidiary.

           “ GAAP ” generally accepted accounting principles in the United States of America as in effect from time to time.

           “ Governmental Authority ” any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

           “ Guarantee and Collateral Agreement ” the Guarantee and Collateral Agreement to be executed and delivered by the Borrowers and each Subsidiary Guarantor, substantially in the form of Exhibit A, as the same may be amended, restated supplemented or otherwise modified from time to time.

           “ Guarantee Obligation ” as to any Person (the “ guaranteeing person ”), any obligation of (a) the guaranteeing person or (b) another Person (including, without limitation, any bank under any letter of credit), if to induce the creation of such obligation of such other Person the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the “ primary obligations ”) of any other third Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any Property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase Property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided , however , that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Company in good faith.

           “ Guarantor ” means each Borrower and each Subsidiary Guarantor.

           “ Hedge Agreements ” all interest rate or currency swaps, caps or collar agreements, foreign exchange agreements, commodity contracts or similar arrangements entered into by either Borrower or any of its Subsidiaries providing for protection against fluctuations in interest rates, currency exchange rates, commodity prices or the exchange of nominal interest obligations, either generally or under specific contingencies.

           “ Indebtedness ” of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of Property or services (other than trade payables incurred in the ordinary course of such Person’s business), (c) all

obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to Property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such Property), (e) all Capital Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under acceptance, letter of credit or similar facilities, (g) all obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any Capital Stock of such Person, (h) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (g) above; (i) all obligations of the kind referred to in clauses (a) through (h) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on Property (including, without limitation, accounts receivable and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation and (j) for the purposes of Section 7(e) only, all obligations of such Person in respect of Hedge Agreements.

           “ Indemnified Liabilities ” as defined in Section 9.5.

           “ Indemnitee ” as defined in Section 9.5.

           “ Insolvency ” with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.

           “ Insolvent ” pertaining to a condition of Insolvency.

           “ Intellectual Property ” the collective reference to all rights, priorities, title, interest, and privileges in or relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, all (a) Copyrights, (b) Patents, (c) Trademarks, (d) trade secrets, (e) Internet domain names, (f) Licenses, and (g) rights to sue at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment thereof, including, without limitation, the right to receive all income, royalties, proceeds and damages therefrom, whether now or hereafter due or payable.

           “ Interest Expense ” of any Person for any period, total cash interest expense (including that attributable to Capital Lease Obligations) of such Person and its Consolidated Subsidiaries for such period with respect to all outstanding Indebtedness of such Person and its Consolidated Subsidiaries (including, without limitation, all commissions, discounts and other fees and charges owed by such Person with respect to letters of credit and bankers’ acceptance financing and net costs of such Person under Hedge Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP).

           “ Interest Payment Date ” (a) as to any Base Rate Loan, the last Business Day of each calendar quarter to occur while such Loan is outstanding and the final maturity date of such Loan, (b) as to any Eurodollar Loan having an Interest Period of three months or shorter, the last Business Day of such Interest Period, (c) as to any Eurodollar Loan having an Interest Period longer than three months, each Business Day that is three months, or a whole multiple thereof, after the first day of such Interest Period and the last Business Day of such Interest Period and (d) as to any Loan (other than any Revolving Credit Loan that is a Base Rate Loan), the date of any repayment or prepayment made in respect thereof.

           “ Interest Period ” as to any Eurodollar Loan, (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan and ending one, two, three or six months thereafter, as selected by the Company in its Borrowing Notice or notice of

conversion, as the case may be, given with respect thereto; and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurodollar Loan and ending one, two, three or six months thereafter, as selected by the Company on the Closing Date and until cancelled by irrevocable notice to the Administrative Agent not less than three Business Days prior to the last day of the then current Interest Period with respect thereto or otherwise pursuant to the terms hereof; provided , that, all of the foregoing provisions relating to Interest Periods are subject to the following:

(1) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;

(2) any Interest Period that would otherwise extend beyond the Revolving Credit Termination Date or beyond the date final payment is due on the Term Loans, as the case may be, shall end on the Revolving Credit Termination Date or such due date, as applicable; and

(3) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period.

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

           “ Investment Procedures and Valuation Policy ” the Company’s “ Investment Criteria ” and “ Policies and Procedures for Valuing Portfolio Securities Held by MVC Capital, Inc ”, each as amended from time to time in accordance with this Agreement.

           “ Investments ” as defined in Section 6.8.

           “ LaSalle Credit Facility ” the revolving credit facility dated October 28, 2004 and amended as of July 20, 2005 between the Company and LaSalle Bank National Association, as amended prior to the Closing Date.

           “ LaSalle Letter ” the letter dated April ___, 2006 between the LaSalle Bank National Association, the Company and the Administrative Agent.

           “ Lenders ” as defined in the preamble hereto; provided , that notwithstanding anything to the contrary in this Agreement, it is understood that there shall not be more than four (4) Lenders and Participants under this Agreement at any time. Solely for purposes of the proviso to this definition, an Affiliate, Related Fund or Control Investment Affiliate will not be deemed a “ Lender ”.

           “ Licenses ” all Contractual Obligations providing for the grant of any right to or under any Intellectual Property.

           “ Lien ” any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing).

           “ Loan ” any loan made by any Lender pursuant to this Agreement.

           “ Loan Documents ” this Agreement, the Security Documents, the Notes, the Fee Letter and each other agreement or document executed by a Loan Party and delivered to the Administrative Agent or any Lender in connection with or pursuant to any of the foregoing.

           “ Loan Parties ” the Borrowers and each of their respective Subsidiaries that is a party to a Loan Document.

           “ Majority Facility Lenders ” with respect to any Facility, the Administrative Agent and the holders of more than 50% of (A) the sum of the unused Total Term Loan Commitments and the aggregate unpaid principal amount of the Term Loans or (B) the aggregate unpaid principal amount of the Total Revolving Extensions of Credit, as the case may be, outstanding under such Facility (or, in the case of the Revolving Credit Facility, prior to any termination of the Revolving Credit Commitments, the holders of more than 50% of the Total Revolving Credit Commitments).

           “ Majority Revolving Credit Facility Lenders ” the Administrative Agent and the Majority Facility Lenders in respect of the Revolving Credit Facility.

           “ Material Adverse Effect ” a material adverse effect on (a) the business, assets, property, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole or (b) the validity or enforceability of this Agreement or any of the other Loan Documents or the rights or remedies of the Administrative Agent or the Lenders hereunder or thereunder.

           “ Material Environmental Amount ” an amount or amounts payable by either Borrower and/or any of its Subsidiaries, in the aggregate in excess of $500,000, for costs to comply with any Environmental Law; costs of any investigation, and any remediation, of any Material of Environmental Concern; and compensatory damages (including, without limitation, damages to natural resources), punitive damages, fines, and penalties pursuant to any Environmental Law.

           “ Materials of Environmental Concern ” any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products, polychlorinated biphenyls, urea-formaldehyde insulation, asbestos, pollutants, contaminants, radioactive materials, and any other substances or forces of any kind, whether or not any such substance or force is defined as hazardous or toxic under any Environmental Law, that is regulated pursuant to or could give rise to liability under any Environmental Law.

           “ Maturity Date ” the fourth anniversary of the Closing Date.

           “ Moody’s ” Moody’s Investors Service, Inc.

           “ Mortgaged Properties ” the real properties listed on Schedule 1.1, as to which the Administrative Agent for the benefit of the Secured Parties shall be granted a Lien pursuant to one or more Mortgages, and each of the other real properties that becomes subject to a Mortgage after the Closing Date in accordance with the provisions of Section 5.10(b).

           “ Mortgages ” each of the mortgages and deeds of trust made by any Loan Party in favor of, or for the benefit of, the Administrative Agent for the benefit of the Secured Parties, in form and substance satisfactory to the Administrative Agent, in its reasonable discretion, as the same may be amended, restated supplemented or otherwise modified from time to time.

           “ MVCFS ” as defined in the preamble hereto.

           “ Multiemployer Plan ” a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

           “ Net Cash Proceeds ” in connection with any Asset Sale or any Recovery Event, the proceeds thereof in the form of cash and Cash Equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received) of such Asset Sale or Recovery Event, net of attorneys’ fees, accountants’ fees, investment banking fees, amounts required to be applied to the repayment of Indebtedness secured by a Lien expressly permitted hereunder on any asset which is the subject of such Asset Sale or Recovery Event (other than any Lien pursuant to a Security Document) and other customary fees and expenses actually incurred in connection therewith and net of taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements).

           “ Net Proceeds of Capital Stock/Conversion of Debt ” shall mean any and all proceeds (whether cash or non-cash) or other consideration received by the Company or a Consolidated Subsidiary in respect of the issuance of Capital Stock (including, without limitation, the aggregate amount of all Indebtedness converted into Capital Stock), after deducting therefrom all reasonable and customary costs and expenses incurred by the Company or such Consolidated Subsidiary directly in connection with the issuance of such Capital Stock.

           “ Non-Consenting Lender ” as defined in Section 9.1.

           “ Non-Excluded Taxes ” as defined in Section 2.18(a).

           “ Non-U.S. Lender ” as defined in Section 2.18(d).

           “ Note ” each Revolving Credit Note and each Term Note.

           “ Obligations ” the unpaid principal of and interest on (including, without limitation, interest accruing after the maturity of the Loans and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to either Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans and all other obligations and liabilities of either Borrower to the Administrative Agent or to any Lender or any Qualified Counterparty, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document any Specified Hedge Agreement or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, all fees, charges and disbursements of counsel to the Administrative Agent or to any Lender that are required to be paid by either Borrower pursuant hereto) or otherwise; provided , that (i) obligations of either Borrower or any Subsidiary Guarantor under any Specified Hedge Agreement shall be secured and guaranteed pursuant to the Security Documents only to the extent that, and for so long as, the other Obligations are so secured and guaranteed and (ii) any release of Collateral or Guarantors effected in the manner permitted by this Agreement shall not require the consent of holders of obligations under Specified Hedge Agreements.

           “ Other Taxes ” any and 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 from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

           “ Participant ” as defined in Section 9.6(b); provided , that notwithstanding anything to the contrary in this Agreement, it is understood that there shall not be more than four (4) Participants and Lenders under this Agreement at any time. Solely for purposes of the proviso to this definition, an Affiliate, Related Fund or Control Investment Affiliate will not be deemed a “ Participant ”.

           “ Patents ” all letters patent, all applications for such letters patent and all divisionals, continuations and continuations-in-part thereof, together with all reissues, reexaminations, renewals and extensions of the foregoing, and all rights to obtain such divisionals, continuations, continuations-in-part, reissues, reexaminations, renewals and extensions thereof.

           “ Payment Office ” as to any Lender or the Administrative Agent, the office specified from time to time by such Lender or the Administrative Agent, as the case may be, as its payment office by notice to the Company and, in the case of a Lender’s Payment Office, the Administrative Agent.

           “ PBGC ” the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

           “ Person ” an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

           “ Plan ” at a particular time, any employee benefit plan that is covered by ERISA and in respect of which either Borrower or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “ employer ” as defined in Section 3(5) of ERISA.

           “ Portfolio Company ” Portfolio Investments consisting of equity investments in eligible portfolio companies as defined in the Investment Company Act.

           “ Portfolio Investments ” Investments made by the Company in the ordinary course of business and consistent with practices existing on the Closing Date in a Person that is accounted for under GAAP as a portfolio investment of the Company.

           “ Pro Forma Balance Sheet ” as defined in Section 3.1(a).

           “ Projections ” as defined in Section 5.2(c).

           “ Property ” any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including, without limitation, Capital Stock.

           “ Proposed Change ” as defined in Section 9.1.

           “ Qualified Counterparty ” with respect to any Specified Hedge Agreement, any counterparty thereto that, at the time such Specified Hedge Agreement was entered into, was a Lender or an affiliate of a Lender.

           “ Quarterly Average Available Revolving Credit Commitment Percentage ” for any fiscal quarter, the percentage equal to (x) the sum of the Commitment Usage Percentage for each of the days in such fiscal quarter divided by (y) the number of days in such fiscal quarter.

           “ Recovery Event ” any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to any asset of either Borrower or any of their respective Subsidiaries.

           “ Register ” as defined in Section 9.6(d).

           “ Regulation H ” Regulation H of the Board as in effect from time to time.

           “ Regulation U ” Regulation U of the Board as in effect from time to time.

           “ Related Fund ” with respect to any Lender, any fund that (x) invests in commercial loans and (y) is managed or advised by the same investment advisor as such Lender, by such Lender or an Affiliate of such Lender.

           “ Reorganization ” with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

           “ Reportable Event ” any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty day notice period is waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg. § 4043.

           “ Required Lenders ” at any time, the Administrative Agent and the holders of more than 50% of (a) until the Closing Date, the Commitments and (b) thereafter, the sum of (i) the unused Total Term Loan Commitments, (ii) the aggregate unpaid principal amount of the Term Loans then outstanding and (iii) the Total Revolving Credit Commitments or, if the Revolving Credit Commitments have been terminated, the Total Revolving Extensions of Credit then outstanding.

           “ Required Prepayment Lenders ” the Majority Facility Lenders in respect of each Facility.

           “ Requirement of Law ” as to any Person, the Certificate of Incorporation and By-Laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject.

           “ Responsible Officer ” the chairman, chief executive officer, president, chief financial officer, treasurer, or controller of any Person, but in any event, with respect to financial matters, the chief financial officer.

           “ Restricted Payments ” as defined in Section 6.6.

           “ Revolving Credit Commitment ” as to any Lender, the obligation of such Lender, if any, to make Revolving Credit Loans in an aggregate principal and/or face amount not to exceed the amount set forth under the heading “ Revolving Credit Commitment ” opposite such Lender’s name on Schedule I hereto, or, as the case may be, in the Assignment and Acceptance pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof. The original aggregate amount of the Total Revolving Credit Commitments is $50,000,000.

           “ Revolving Credit Commitment Period ” the period from and including the Closing Date to the Revolving Credit Termination Date.

           “ Revolving Credit Facility ” as defined in the definition of “ Facility ” in this Section 1.1.

           “ Revolving Credit Lender ” each Lender that has a Revolving Credit Commitment or that is the holder of Revolving Credit Loans.

           “ Revolving Credit Loans ” as defined in Section 2.4.

           “ Revolving Credit Note ” as defined in Section 2.6(e).

           “ Revolving Credit Outstandings ” means, at any particular time, the principal amount of the Revolving Loans outstanding at such time.

           “ Revolving Credit Percentage ” as to any Revolving Credit Lender at any time, the percentage which such Lender’s Revolving Credit Commitment then constitutes of the Total Revolving Credit Commitments (or, at any time after the Revolving Credit Commitments shall have expired or terminated, the percentage which the aggregate amount of such Lender’s Revolving Extensions of Credit then outstanding constitutes the amount of the Total Revolving Extensions of Credit then outstanding).

           “ Revolving Credit Termination Date ” means the fourth anniversary of the Closing Date.

           “ Revolving Extensions of Credit ” as to any Revolving Credit Lender at any time, an amount equal to the aggregate principal amount of all Revolving Credit Loans made by such Lender then outstanding.

           “ RIC ” a Person qualifying as a “ regulated investment company ” under the Code.

           “ SEC ” the Securities and Exchange Commission (or successors thereto or an analogous Governmental Authority).

           “ Secured Parties ” as defined in the Guarantee and Collateral Agreement.

           “ Security Documents ” the collective reference to the Guarantee and Collateral Agreement, the Mortgages and all other security documents hereafter delivered to the Administrative Agent granting a Lien on any Property of any Person to secure the obligations and liabilities of any Loan Party under any Loan Document.

           “ Single Employer Plan ” any Plan that is covered by Title IV of ERISA, but which is not a Multiemployer Plan.

           “ Software ” any and all computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code; databases and compilations, including any and all data and collections of data, whether machine readable or otherwise; descriptions, flow-charts and other work product used to design, plan, organize and develop any of the foregoing, screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons; and all documentation including user manuals and other training documentation related to any of the foregoing.

           “ Specified Hedge Agreement ” any Hedge Agreement entered into by any Loan Party and any Qualified Counterparty.

           “ S&P ” Standard & Poor’s Rating Services.

           “ Subsidiary ” as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the Board of Directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “ Subsidiary ” or to “ Subsidiaries ” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Company. A Portfolio Company shall not be a Subsidiary unless the accounts of such Portfolio Company would, in accordance with GAAP, be consolidated with those of the Company in its consolidated and consolidating financial statements.

           “ Subsidiary Guarantor ” each Subsidiary of the Company other than MVCFS and any Excluded Foreign Subsidiary.

           “ Term Loan ” as defined in Section 2.1.

           “ Term Loan Commitment ” as to any Lender, the obligation of such Lender, if any, to make a Term Loan to the Borrowers hereunder in a principal amount not to exceed the amount set forth under the heading “ Term Loan Commitment ” opposite such Lender’s name on Schedule I hereto, or, as the case may be, in the Assignment and Acceptance pursuant to which such Lender became a party hereto, as such Term Loan Commitment may be adjusted from time to time pursuant to the terms hereof. The original aggregate amount of the Term Loan Commitments is $50,000,000.

           “ Term Loan Facility ” as defined in the definition of “ Facility ” in this Section 1.1.

           “ Term Loan Lender ” each Lender that has a Term Loan Commitment or is the holder of a Term Loan.

           “ Term Loan Option ” as defined in Section 2.1.

           “ Term Loan Percentage ” as to any Term Loan Lender at any time, the percentage which such Lender’s Term Loan Commitment then constitutes of the aggregate Term Loan Commitments (or, at any time after the Closing Date, the percentage which the aggregate principal amount of such Lender’s Term Loans then outstanding and such Lender’s Term Loan Commitment then in effect constitutes of the aggregate principal amount of the Term Loans then outstanding and the Total Term Loan Commitments).

           “ Term Note ” as defined in Section 2.6(e).

           “ Total Assets ” shall mean, as of any date of determination, the sum of (a) Unrestricted Cash and (b) the fair value of Eligible Investments as reflected in the financial statements most recently delivered to the Lenders pursuant to Section 5.1.

           “ Total Revolving Credit Commitments ” at any time, the aggregate amount of the Revolving Credit Commitments then in effect.

           “ Total Revolving Extensions of Credit ” at any time, the aggregate amount of the Revolving Extensions of Credit of the Revolving Credit Lenders outstanding at such time.

           “ Total Term Loan Commitments ” at any time, the aggregate amount of the Term Loan Commitments then in effect.

           “ Trademarks ” all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers (and, in each case, all goodwill associated therewith and all registrations and recordation thereof and all applications in connection therewith), together with all renewals and extensions thereof and all rights to obtain such renewals and extensions thereof.

           “ Transferee ” as defined in Section 9.14.

           “ Type ” as to any Loan, its nature as a Base Rate Loan or a Eurodollar Loan.

           “ UCC ” the Uniform Commercial Code as in effect from time to time in the State of New York; provided , however , that, in the event that, by reason of mandatory provisions of law, any of the attachment, perfection or priority of the Administrative Agent’s and the Secured Parties’ security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “ UCC ” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of definitions related to such provisions.

           “ Unrestricted Cash ” cash and Cash Equivalents that (i) may be classified, in accordance with GAAP, as “ unrestricted ” on the consolidated balance sheet of the Company or (ii) may be classified, in accordance with GAAP, as “ restricted ” on the consolidated balance sheet of Company solely in favor of the Administrative Agent and the Lenders pursuant to the Loan Documents.

           “ Venture Investment ”: Any Investment made by the Company after the Closing Date in an entity that is a start-up venture that (i) has been in existence for less than two years and (ii) as of the last day of the twelve fiscal months ended closest to the date of such investment, did not have positive EBITDA; provided , that such an Investment will not cease to be a Venture Investment until such entity reports positive EBITDA as of the last day of the twelve fiscal months most recently ended. For purposes of this Agreement, any Investment named on Schedule III hereto shall not constitute a Venture Investment.

           “ Vitality Preferred ” 1,000,000 shares of Series A Preferred Stock of Vitality Foodservice Holding Corp. (“ Vitality ”), a Delaware corporation, acquired by the Company pursuant to that certain Securities Purchase Agreement dated as of September 24, 2004 between Vitality and the Company.

           1.2 Other Definitional Provisions .

           (a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.

           (b) As used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to either of the Borrowers and their respective Subsidiaries not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP.

           (c) The words “ hereof ”, “ herein ” and “ hereunder ” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

           (d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

           (e) All calculations of financial ratios set forth in Section 6.1 shall be calculated to the same number of decimal places as the relevant ratios are expressed in and shall be rounded upward if the number in the decimal place immediately following the last calculated decimal place is five or greater. For example, if the relevant ratio is to be calculated to the hundredth decimal place and the calculation of the ratio is 5.126, the ratio will be rounded up to 5.13.

SECTION 2

AMOUNT AND TERMS OF COMMITMENTS

           2.1 Term Loan Commitments . Subject to the terms and conditions hereof, the Term Loan Lenders severally agree to make term loans (each, a “ Term Loan ”) to the Borrowers on the dates and in the amounts set forth on Schedule 2.1 hereto, provided , that the Term Loans of each Term Loan Lender shall not exceed the amount of the Term Loan Commitment of such Lender. The Term Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the Company and notified to the Administrative Agent and applicable Lenders in accordance with Section s 2.2 and 2.11. Amounts prepaid on account of the Term Loans may not be reborrowed; provided , that at the option of the Administrative Agent and the Lenders (the “ Term Loan Option ”), an aggregate amount of up to $10,000,000 of the unfunded Term Loan Commitments may be borrowed, prepaid (without premium or penalty other than breakage costs) and reborrowed during the period beginning on September 10, 2006 and ending on November 10, 2006. All Term Loans shall be drawn on or prior to January 31, 2007.

           2.2 Procedure for Term Loan Borrowing . The Company shall deliver to the Administrative Agent a Borrowing Notice (which Borrowing Notice must be received by the Administrative Agent prior to 2:00 p.m., New York City time, two Business Days prior to the applicable Borrowing Date) requesting that the Term Loan Lenders make Term Loans in the amount set forth on Schedule 2.1 on such Borrowing Date. The Term Loans made on each Borrowing Date shall initially be Eurodollar Loans. Upon receipt of such Borrowing Notice the Administrative Agent shall promptly notify each Term Loan Lender thereof. Not later than 12:00 p.m. (noon), New York City time, on such Borrowing Date each Term Loan Lender shall make available to the Borrowers at an account designated by the Company in such Borrowing Notice an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such Lender.

           2.3 Repayment of Term Loans . The Term Loan(s) of each Term Loan Lender shall be due and payable on the Maturity Date

           2.4 Revolving Credit Commitments .

           (a) Subject to the terms and conditions hereof, the Revolving Credit Lenders severally agree to make revolving credit loans (“ Revolving Credit Loans ”) to the Borrowers from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding for each Revolving Credit Lender which does not exceed such Revolving Credit Lender’s Revolving Credit Percentage of the Available Credit. During the Revolving Credit Commitment Period the Borrowers may use the Revolving Credit Commitments by borrowing, prepaying the Revolving Credit Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Credit Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the Company and notified to the Administrative Agent in the Borrowing Notice or notice of continuation or conversion, as applicable, in accordance with Sections 2.5 and 2.11, provided , that no

Revolving Credit Loan shall be made as a Eurodollar Loan after the day that is one month prior to the Revolving Credit Termination Date.

           (b) The Borrowers shall repay all outstanding Revolving Credit Loans on the Revolving Credit Termination Date.

           (c) Notwithstanding anything herein to the contrary, no Borrowings under the Revolving Credit Facility may be made until the conditions precedent in Section 4.2 have been satisfied or duly waived.

           2.5 Procedure for Revolving Credit Borrowing . Subject to Section 2.4(c), the Borrowers may borrow under the Revolving Credit Commitments on any Business Day during the Revolving Credit Commitment Period, provided , that the Company shall deliver to the Administrative Agent a Borrowing Notice (which Borrowing Notice must be received by the Administrative Agent prior to 2:00 p.m., New York City time, (a) two Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) two Business Days prior to the requested Borrowing Date, in the case of Base Rate Loans). Any Revolving Credit Loans made on the Closing Date shall initially be Eurodollar Loans. Each Borrowing Notice shall specify (A) the date of such proposed Borrowing, (B) the aggregate amount of such proposed Borrowing and whether the Borrower is the Company or MVCFS, (C) the initial Interest Period or Interest Periods for such Loans and (D) the Available Credit (after giving effect to the proposed Borrowing). Each Borrowing of Revolving Credit Loans under the Revolving Credit Commitments shall be in an amount equal to (x) in the case of Base Rate Loans, $1,000,000 or a whole multiple of $500,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $500,000 in excess thereof. Upon receipt of any such Borrowing Notice from the Company, the Administrative Agent shall promptly notify each Revolving Credit Lender thereof. Prior to 11 a.m., New York City time, on the Borrowing Date requested by the Company, each Revolving Credit Lender will make its Revolving Credit Percentage of the amount of each borrowing of Revolving Credit Loans available to the applicable Borrower in funds immediately available at an account designated by the Company in such Borrowing Notice. The Company may not request more than four Borrowings per month.

           2.6 Repayment of Loans; Evidence of Debt .

           (a) Each Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each appropriate Revolving Credit Lender and Term Loan Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan of such Revolving Credit Lender on the Revolving Credit Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 7), and (ii) the principal amount of each Term Loan of such Term Loan Lender in installments according to the amortization schedule set forth in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to Section 7). Each Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from Closing Date until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.13.

           (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrowers to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.

           (c) The Administrative Agent, on behalf of the Borrowers, shall maintain the Register pursuant to Section 10.6(d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan, the Type of such Loan

and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrowers and each Lender’s share thereof.

           (d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.6(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrowers therein recorded; provided , however , that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrowers to repay (with applicable interest) the Loans made to the Borrowers by such Lender in accordance with the terms of this Agreement.

           (e) Each Borrower agrees that, upon the request of the Administrative Agent on behalf of any Lender, the Borrowers will promptly execute and deliver to such Lender a promissory note of the Borrowers evidencing any Term Loans or Revolving Credit Loans, as the case may be, of such Lender, substantially in the forms of Exhibit F-1 or F-2, respectively (a “ Term Note ” or “ Revolving Credit Note ”, respectively), with appropriate insertions as to date and principal amount; provided , that delivery of Notes shall not be a condition precedent to the making of the Loans on the Closing Date.

           2.7 Commitment Fees , etc .

           (a) The Borrowers agree to pay to the Administrative Agent for the account of each Revolving Credit Lender a commitment fee for the period from and including the Closing Date to the last day of the Revolving Credit Commitment Period, in an amount equal to the product of (i) the average daily amount of the Available Revolving Credit Commitment of such Lender during the period for which payment is made multiplied by (ii) the applicable Commitment Fee Rate. Such commitment fees shall be payable quarterly in arrears on the last day of each quarter beginning August 31, 2006 and on the Revolving Credit Termination Date, commencing on the first of such dates to occur after the Closing Date.

           (b) The Borrowers agree to pay to the Administrative Agent the fees in the amounts and on the dates set forth in the Fee Letter and as otherwise from time to time agreed to in writing by the Borrowers and the Administrative Agent.

           2.8 Termination or Reduction of Revolving Credit Commitments . The Borrowers shall have the right, upon not less than three Business Days’ notice to the Administrative Agent and the Revolving Credit Lenders, to terminate the Revolving Credit Commitments or, from time to time, to reduce the aggregate amount of the Revolving Credit Commitments; provided , that no such termination or reduction of Revolving Credit Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Credit Loans made on the effective date thereof, the Total Revolving Extensions of Credit would exceed the Total Revolving Credit Commitments. Any such reduction shall be in an amount equal to $1,000,000 or a whole multiple of $500,000 in excess thereof, and shall reduce permanently the Revolving Credit Commitments then in effect.

           2.9 Optional Prepayments .

           (a) The Borrowers may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (except as otherwise provided herein), upon irrevocable notice delivered to the Administrative Agent at least (i) three Business Days in the case of Revolving Credit Loans and (ii) three Business Days in the case of the Term Loans, prior thereto in the case of Eurodollar Loans and at least one Business Day prior thereto in the case of Base Rate Loans, which notice shall

specify the date and amount of such prepayment, whether such prepayment is of Term Loans or Revolving Credit Loans, and whether such prepayment is of Eurodollar Loans or Base Rate Loans; provided , that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrowers shall also pay any amounts owing pursuant to Section 2.19. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Credit Loans that are Base Rate Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Credit Loans shall be in an aggregate principal amount of (i) in the case of the Term Loans, $1,000,000 or whole multiples of $500,000 in excess thereof and (ii) in the case of the Revolving Credit Loans, $500,000 or a whole multiples of $250,000 in excess thereof. Upon the giving of any notice of optional prepayment, the principal amount of the Term Loans specified to be prepaid shall become due and payable on the date specified for such prepayment.

           (b) Each optional prepayment in respect of the Term Loans on or prior to the second anniversary of the Closing Date shall be accompanied by a prepayment premium equal to (i) if such prepayment is made on or prior to the first anniversary of the Closing Date, 2.0% of the aggregate principal amount of such prepayment and (ii) if such prepayment is made after the first anniversary of the Closing Date and prior to the second anniversary of the Closing Date, 1.0% of the aggregate principal amount of such prepayment. For purposes of the prepayment premium provided for in this Section 2.9(b), any prepayment of the Term Loans upon the refinancing thereof (whether with proceeds of equity or Indebtedness) or upon the occurrence of a Change of Control shall be deemed to be an optional prepayment.

           2.10 Mandatory Prepayments and Commitment Reductions .

           (a) Unless the Required Prepayment Lenders shall otherwise agree, if on any date the Company or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale (which, for the avoidance of doubt, does not include any Disposition of Investments permitted under Section 6.5(b)) or Recovery Event then on the date of receipt of such Net Cash Proceeds, the Term Loans shall be prepaid, and upon prepayment in full of the Term Loans, the Revolving Credit Outstandings shall be reduced, by an amount equal to the amount of such Net Cash Proceeds, as set forth in clause (c) below. The provisions of this Section do not constitute a consent to the consummation of any Disposition not permitted by Section 6.5.

           (b) Mandatory prepayments pursuant to this Section 2.10 shall be without premium or penalty, except that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrowers shall also pay any amounts owing pursuant to Section 2.19.

           (c) All mandatory prepayments pursuant to this Section 2.10 shall be applied first , to repay the outstanding principal balance of the Term Loans until such Term Loans have been repaid in full and then , to repay outstanding principal balance of the Revolving Credit Loans until such Revolving Credit Loans have been repaid in full. All repayments of Revolving Credit Loans required to be made pursuant to this Section 2.10 shall result in a permanent reduction of the Total Revolving Credit Commitments.

           2.11 Conversion and Continuation Options .

           (a) The Borrowers may elect from time to time to convert Eurodollar Loans to Base Rate Loans by the Company giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election, provided , that any such conversion of Eurodollar Loans may be made

only on the last day of an Interest Period with respect thereto. The Borrowers may elect from time to time to convert Base Rate Loans to Eurodollar Loans by the Company giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election (which notice shall specify the length of the initial Interest Period therefor), provided , that no Base Rate Loan may be converted into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing or (ii) after the date that is one month prior to the final scheduled termination or maturity date of such Facility. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

           (b) The Borrowers may elect to continue any Eurodollar Loan as such upon the expiration of the then current Interest Period with respect thereto by the Company giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “ Interest Period ” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided , that no Eurodollar Loan under a particular Facility may be continued as such (i) when any Event of Default has occurred or (ii) after the date that is one month prior to the final scheduled termination or maturity date of such Facility, and provided , further , that if such continuation is not permitted pursuant to the preceding proviso, such Loans shall be converted automatically to Base Rate Loans on the last day of such then expiring Interest Period.

           2.12 Minimum Amounts and Maximum Number of Eurodollar Tranches . Notwithstanding anything to the contrary in this Agreement, all borrowings, conversions, continuations and optional prepayments of Eurodollar Loans and all selections of Interest Periods shall be in such amounts and be made pursuant to such elections so that, (a) after giving effect thereto, the aggregate principal amount of the Eurodollar Loans comprising each Eurodollar Tranche shall be equal to (i) in the case of Term Loans, $1,000,000 or a whole multiple of $1,000,000 in excess thereof and (ii) in the case of Revolving Credit Loans, $1,000,000 or a whole multiple of $500,000 in excess thereof and (b) no more than 5 Eurodollar Tranches shall be outstanding at any one time.

           2.13 Interest Rates and Payment Dates .

           (a) Each Eurodollar Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the Eurodollar Rate determined for such day plus the Applicable Margin in effect for such day.

           (b) Each Base Rate Loan shall bear interest for each day on which it is outstanding at a rate per annum equal to the Base Rate in effect for such day plus the Applicable Margin in effect for such day.

           (c) If all or a portion of (i) the principal amount of any Loan shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), all outstanding Loans (whether or not overdue) (to the extent legally permitted) shall bear interest at a rate per annum that is equal to in the case of the Loans, the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section plus 2% and (ii) any interest payable on any Loan or any commitment fee or other amount payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum equal to the rate then applicable to Base Rate Loans under the relevant Facility plus 2% (or, in the case of any such other amounts that do not relate to a particular Facility, the rate then applicable to Base Rate Loans under the Revolving Credit Facility plus 2%), in each case, with respect to clauses (i) and (ii) above, from the date of such non-payment until such amount is paid in full.

           (d) Interest shall be payable in arrears on each Interest Payment Date, provided , that interest accruing pursuant to clause (c) of this Section shall be payable from time to time on demand.

           (e) Notwithstanding anything to the contrary set forth in this Section 2.13, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “ Maximum Lawful Rate ”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided , however , that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, the Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Lenders is equal to the total interest which would have been received had the interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest hereunder shall be paid at the rate of interest and in the manner provided in this Section, unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by the Lenders pursuant to the terms hereof exceed the amount which the Lenders could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If, notwithstanding the provisions of this Section 2.13(e), a court of competent jurisdiction shall finally determine that the Lenders have received interest hereunder in excess of the Maximum Lawful Rate, the Lenders shall refund any excess to the Borrowers or as a court of competent jurisdiction may otherwise order.

           2.14 Computation of Interest and Fees .

           (a) Interest, fees and commissions payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to Base Rate Loans on which interest is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- or 366-, as the case may be, day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Company and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the Base Rate or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Company and the relevant Lenders of the effective date and the amount of each such change in interest rate.

           (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Company, deliver to the Company a statement showing the quotations used by the Administrative Agent in determining any interest rate pursuant to Section 2.14(a).

           2.15 Inability to Determine Interest Rate . If prior to the first day of any Interest Period:

           (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or

           (b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period,

the Administrative Agent shall give telecopy or telephonic notice thereof to the Company and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurodollar Loans under the

relevant Facility requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as Base Rate Loans and (z) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then current Interest Period with respect thereto, to Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrowers have the right to convert Loans under the relevant Facility to Eurodollar Loans.

           2.16 Pro Rata Treatment and Payments .

           (a) Each borrowing by the Borrowers from the Lenders hereunder, each payment by the Borrowers on account of any commitment fee and any reduction of the Commitments of the Lenders, shall be made pro rata according to the respective Term Loan Percentages or Revolving Credit Percentages, as the case may be, of the relevant Lenders. Each payment in respect of principal or interest in respect of the Term Loans and each payment in respect of fees payable hereunder shall be applied to the amounts of such obligations owing to the Lenders pro rata according to the respective amounts then due and owing to the Lenders.

           (b) Each payment (including each prepayment) of the Term Loans shall be allocated among the Term Loan Lenders holding such Term Loans pro rata based on the principal amount of such Term Loans held by such Term Loan Lenders.

           (c) Each payment (including each prepayment) by the Borrowers on account of principal of and interest on the Revolving Credit Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Credit Loans then held by the Revolving Credit Lenders.

           (d) The application of any payment of Loans under any Facility (including optional and mandatory prepayments) shall be made, first , to Base Rate Loans under such Facility and, second , to Eurodoll