AMENDED ?125,000,000 MULTICURRENCY REVOLVING FACILITY AGREEMENT

(B)

The parties hereto have agreed to make certain amendments to the Facility Agreement by an amendment agreement dated 10 February 2009 (the “ Amendment Agreement ”).

(C)

The Amendment Agreement shall amend and restate the Facility Agreement as set out herein.

(D)

The Borrowers intend to re-finance the Facility through a non-managed collateralised debt obligation and transfer assets to companies which at the time of such transfer will be asset-holding or note-issuing companies for the purposes of Regulations 5 or 6 of The Taxation of Securitisation Companies Regulations 2006;

(E)

Each of the Borrowers intends to retain a profit of not less than € 5,000 per annum;

(F)

Each of the Borrowers intends that it will satisfy the payments condition provided in Regulation 11 of The Taxation of Securitisation Companies Regulations 2006. Each of the Borrowers therefore enters into this Agreement with the intention that if it receives any amounts (“ R ”) during an accounting period (as defined in section 12 of the Income and Corporation Taxes Act 1988), it will pay out to parties, during that accounting period or within 18 months after the end of that accounting period, the total amount of R minus: (i) any amount retained as profit; (ii) any amount reasonably required to provide for losses or expenses arising from its business; and (iii) any amount reasonably required to maintain or enhance its creditworthiness; and

(G)

Each of the Borrowers also intends to ensure that any amounts that: (i) are no longer reasonably required to provide against losses or expenses arising from its business; (ii) are no longer reasonably required to maintain such Borrower’s creditworthiness; or (iii) are required to be used to meet such losses or expenses, will be added to R for purposes of the preceding paragraph for the accounting period in which such amounts are determined to no longer be required or are used.

“ Additional Cost Rate ” has the meaning given to it in ANNEX C ( Mandatory Cost Formulae ).

“ Administrative Agent’s Accounts ” means the accounts set out on ANNEX E attached hereto.

“ Advance ” shall have the meaning given in Clause 5.1.

“ Advance Cut-Off ” means 11:00 a.m. (London time) on the day falling two Business Days after the Funding Date in respect of an Advance.

“ Advance Rate ” means, on any date of determination, the applicable percentage set out below based on Eligible Loan Type and Country Grouping:

(a)

Principal Collections; and

(b)

Repayments,

“ Aggregate Outstanding Loan Balance ” means, as of any date of determination, the sum of the Outstanding Loan Balances of all Eligible Loans included as part of the Collateral on such date minus the Outstanding Loan Balances of all Charged-Off Loans included as part of the Collateral on such date.

“ Aggregate Unpaids ” means, at any time, an amount equal to the sum of all unpaid Advances Outstanding, Cost of Funds, Breakage Costs, Hedge Breakage Costs and all other amounts owed by the relevant Borrower to the Lenders, the Lender Agents, the Swingline Lender Agents, the Administrative Agent, the Servicer, the Successor Servicer, each Hedge Counterparty, the Account Bank and the Security Trustee hereunder or under the other Transaction Documents (including, without limitation, all Indemnified Amounts, other amounts payable under Clause 15 and amounts required to be paid under Clause 13 to any Indemnified Party) or under any Hedging Agreement (including, without limitation, payments in respect of the termination of any such Hedging Agreement) or by a Borrower or any other Person under any fee letter delivered in connection with the transactions contemplated by this Agreement, in each case whether due or accrued.

“ Alternative Currency ” means, at any time, any of Dollars, Pounds Sterling, and, with the agreement of each Lender, any other Currency other than Euro, so long as, in respect of any Currency that is to be considered an Alternative Currency, at such time:

“ Alternative Currency Account ” means any of the accounts established by the Account Bank from time to time for the purpose of receiving amounts denominated in an Alternative Currency other than Dollars and Pounds Sterling.

“ Alternative Currency Equivalent ” means, with respect to any amount stated in Euro, the amount of the applicable Alternative Currency that would be required to purchase such amount stated in Euro on any date of calculation, based on the spot selling rate determined by the Administrative Agent, in its sole discretion, for delivery 2 Business Days later.

“ Amendment Date ” means 10 February 2009.

“ Amortisation Period ” means the period beginning on the Termination Date and ending on the Collection Date.

“ Applicable Law ” means for any Person or property of such Person, all applicable laws, rules, regulations (including proposed, temporary and final income tax regulations), statutes, treaties, codes ordinances, permits, certificates, orders and licenses of and interpretations by any Governmental Authority and applicable judgments, decrees, injunctions, writs, orders, or line action of any court, arbitrator or other administrative, judicial, or quasi-judicial tribunal or agency of competent jurisdiction.

“ Approved Country ” means each Group I Country, Group II Country or Group III Country.

“ Approved Currency ” means Norwegian Krone, Swedish Krona or such other Currency approved in writing by the Administrative Agent in its sole discretion, so long as, in respect of any Currency that is to be considered an Approved Currency, at such time:

“ Availability ” means at any time, an amount equal to the positive excess, if any, of (i) the Maximum Availability over (ii) the Advances Outstanding on such day; provided that for all purposes of this Agreement, during the Amortisation Period, the Availability shall equal zero. Availability will be calculated in Euro, however, amounts available for drawing will be determined separately for each Currency as the lesser of (i) Availability (or the Alternative Currency Equivalent thereof) and (ii) Currency Specific Maximum Availability for such Currency.

“ Available Funds ” means with respect to any Payment Date, (a) all amounts held in or credited to the Collection Accounts (including, without limitation, any Collections on any of the Collateral) as of the later of (i) the immediately preceding Determination Date or (ii) the date of the calculations set out in the most recent Borrower Notice and (b) all amounts held in or credited to the Reserve Fund as of the immediately preceding Determination Date.

“ Base Currency ” means Euro.

“ Base Rate ” means in relation to Advances and Swingline Advances in (i) Dollars, an interest rate per annum equal to WBNA’s LIBOR market index rate (“ LMIR ”) as determined by the Administrative Agent in its sole discretion or, if a LIBOR Disruption Event has occurred and is continuing, the higher of the Federal Funds Rate in effect on such day plus 0.50% per annum and the Prime Rate in effect on such day, (ii) Pounds Sterling, the base rate as set by the Monetary Policy Committee of the

“ Basel II Framework ” means the framework for measuring the capital adequacy of banks in the form set out in the paper entitled “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” issued by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this Agreement.

“ Borrower Cross-Guarantee ” means the guarantee of each Borrower in respect of the payment obligations of each other Borrower pursuant to Clause 27;

“ Borrower Cut-Off Date ” means, with respect to each Loan, the date such Loan is originated or otherwise acquired by the relevant Borrower, on and after which Collections on such Loan become included as part of the Collateral.

“ Borrower Notice ” means a written notice, in the form of Exhibit A-1, A-2 or A-3, as applicable, to be used for each Advance or Swingline Advance, repayment of each Advance or Swingline Advance or termination or reduction of the Facility Amount or prepayments of Advances or Swingline Advances.

“ Borrowing Base ” means on any date of determination, an amount equal to (i) the Aggregate Outstanding Loan Balance on such date plus (ii) the Outstanding Loan Balance of all Eligible Loans to become included as part of the Collateral on such date minus (iii) the amount (calculated without duplication) by which the Eligible Loans included in the determinations made in (i) and (ii) above together exceed any applicable Concentration Limits minus (iv) the Outstanding Loan Balance of any Delinquent Loans. The Borrowing Base shall be recalculated on: (i) the last day of each Collection Period, (ii) the date on which an Advance or repayment of the Advances Outstanding is requested, (iii) at the time a release of Principal Collections is requested, (iv) the last day of each calendar month and (v) any other time requested by the Administrative Agent in its sole discretion.

“ Borrowing Base Certificate ” means a certificate of a Responsible Officer of the Servicer setting out the current Borrowing Base as of the date set out in such certificate and the manner of calculation thereof, to be delivered to the parties and at the times specified herein.

“ Breakage Costs ” means any amount or amounts as shall compensate a party for any loss, cost or expense incurred by such party (as reasonably determined by the applicable Lender Agent on behalf of such Lender) as a result of (i) a prepayment by a Borrower of Advances Outstanding (including Advances Outstanding in an Alternative Currency) or Interest prior to the end of the then applicable Interest Period, (ii)(a) solely in the case of a Conduit Lender, the excess, if any, of the CP Rate over the Interest Rate, as applicable, and, (b) solely in the case of a Borrower, the excess, if any, of the Interest Rate over the CP Rate or (iii) solely in the case of an Institutional Lender, the excess, if any, of the applicable EURIBOR Rate or LIBOR Rate over the applicable Base Rate for the number of days that the relevant Advance is outstanding. All Breakage Costs shall be due and payable upon the next Payment Date following notification to the Administrative Agent, subject to and in accordance with Clause 8.4(a). The determination by (x) in the case of Breakage Costs payable to a Lender, the

“ Business Day ” means a day (other than a Saturday or Sunday) on which banks are open for general business in London and New York City and in relation to any date for payment or purchase of: (i) a Currency other than Euro, the Principal Financial Centre of the country of that Currency; or (ii) Euro, any TARGET Day that is also a day on which dealings in deposits are conducted by and between banks in the London Interbank market.

“ Capital Expenditures ” means, with respect to any Person and for any period, the sum of capital expenditures and payments under Capitalised Leases of such Person for such period determined and consolidated in accordance with GAAP.

“ Capitalised Leases ” means, with respect to any Person, leases of (or other agreements conveying the right to use) any property (whether real, personal or mixed) by such Person as lessee that, in accordance with GAAP, either would be required to be classified and accounted for as capital leases on a balance sheet of such Person or otherwise be disclosed as such in a note to such balance sheet.

“ CapitalSource Europe Limited. ” means CapitalSource Europe Limited., a company incorporated in England and Wales with registered number 5433665.

“ Change-in-Control ” means the date on which (a) the Servicer ceases to be CapitalSource Finance LLC or an Affiliate thereof, (b) CapitalSource Inc. ceases to hold, either directly or indirectly, more than 50% (or such greater percentage that may be necessary to maintain a controlling interest) of the share capital in CapitalSource Finance LLC, CapitalSource Europe Limited., and CapitalSource UK Limited and 100% of the share capital in each of the Borrowers, (c) CapitalSource Europe Limited. ceases to hold 100% of the share capital in CSEF or (d) CapitalSource UK Limited ceases to hold 100% of the share capital in CSUF.

“ Charged Account Control Deed ” means the charged account control deed dated 3 October 2007 entered into by each Borrower with the Account Bank and the Security Trustee.

“ Charged-Off Loan ” means any Loan: (i) that in the case of Loans with interest payable no less frequently than quarterly (a) is 90 days or more past due on any principal or interest payment in which case not less than 50% of the Outstanding Loan Balance shall be deemed to be a Charged-Off Loan or (b) is 180 days or more past due on any principal or interest payment, in which case not less than 100% of the Outstanding Loan Balance shall be deemed to be a Charged-Off Loan, (ii) that in the case of Loans with interest payable less frequently than quarterly, is 60 or more days past due on any principal or interest payment in which case not less than 100% of the Outstanding Loan Balance shall be deemed to be a Charged-Off Loan, (iii) for which the related Obligor has become subject to an Insolvency Proceeding, in which case not

“ Closing Date ” means 3 October 2007.

“ Collateral ” means all right, title and interest, whether now owned or hereafter acquired or arising, and wherever located, of the Borrowers, in and to property owned, directly or indirectly, by the Borrowers, including, without limitation, the property described in paragraphs (i) through (xi) below and all accounts, cash and currency, copyrights, copyright licenses, equipment, fixtures, contract rights, general intangibles, instruments, certificates of deposit, certificated securities, uncertificated securities, financial assets, securities entitlements, commercial tort claims, deposit accounts, inventory, investment property, letter-of-credit rights, software, supporting obligations, accessions, and other property consisting of, arising out of, or related to any of the following:

(vi)

all Insurance Policies;

(vii)

the Loan Documents with respect to the Loans;

(viii)

all warrants, preferential rights to subscribe, convertibles or other instruments received as consideration for entering into the Loans;

(ix)

each Collection Account and the Reserve Fund, together with all funds held in or credited to such accounts, each Funding Account to the extent of all Release Amounts and Swingline Release Amounts held in or credited to such accounts, and all certificates and instruments, if any, from time to time representing or evidencing each of the foregoing or such funds;

(x)

any Hedging Agreement and any payment from time to time due thereunder;

(xi)

the proceeds of each of the foregoing; and

(xii)

all other property of the Borrowers,

(a)

any of the foregoing which has been the subject of a Permitted Transfer; and

(b)

any Retained Interest or any of items (i) to (xii) above to the extent they relate exclusively to a Retained Interest or a portion of a loan representing a Retained Interest.

“ Collection Period ” means with respect to the first Payment Date, the period from and including the Closing Date to and including the Determination Date preceding the first Payment Date; and thereafter, the period from but excluding the Determination Date preceding the previous Payment Date to and including the Determination Date preceding the current Payment Date.

“ Collections ” means:

but shall exclude any Collection Excluded Amounts.

“ Committed Conduit Lender ” means each of the Conduit Lenders identified as such in Annex B from time to time and any other Person to which such Committed Conduit Lender may assign all or a portion of its Commitment and its rights and obligations under this Agreement that is committed to fund Advances hereunder.

“ Commitment ” means with respect to each Lender Group, the commitment (without duplication) of each Institutional Lender or each Committed Conduit Lender in such Lender Group to make Advances and, with respect to a Swingline Lender, the commitment of such Lender to make Swingline Advances, in accordance herewith in an amount not to exceed (a) prior to the Termination Date, the amount set out opposite such Lender’s name in Annex B hereto and (b) on and after the Termination Date, the outstanding Advances of such Lender.

“ Commitment Fee ” means a Commitment Fee, payable in arrears on each Payment Date in Euro in respect of each Accrual Period, equal to the sum of the products for each day during the applicable Accrual Period of (i) one divided by 360, (ii) the applicable Commitment Fee Rate and (iii) the amount of each Lender’s Commitment on such day minus the Advances outstanding funded by each such Lender on such day, except that in the case of the First Payment Date, the Accrual Period for purposes of the Commitment Fee shall be deemed to begin on (and include) the Closing Date and end on (and include) the last day of the calendar month immediately preceding the First Payment Date. For the avoidance of doubt, no Commitment Fee accrues on the Swingline Facility.

“ Commitment Fee Rate ” means the rate set out in the Fee Letter.

“ Concentration Limits ” means, on any day, each of the following (each limit stated as a percentage shall be calculated on the basis of a percentage of the Aggregate Outstanding Loan Balance unless otherwise indicated), without double counting:

(a)

the sum of the Outstanding Loan Balances of Eligible Loans which have been included as part of the Collateral for 24 months or more shall not exceed 70%.

(b)

the sum of the Outstanding Loan Balances of all Eligible Loans to a single Obligor (including affiliates thereof) shall not exceed the greater of 8% and € 18,000,000; provided that the Outstanding Loan Balances of all Eligible Loans to the single largest Obligor (including affiliates thereof) shall not exceed the greater of 8% and € 30,000,000 and the Outstanding Loan Balances of all Eligible Loans to the second largest Obligor (including affiliates thereof) shall not exceed the greater of 8% and € 21,000,000.

(c)

the sum of the Outstanding Loan Balances of all Eligible Loans divided by the number of Obligors (including affiliates thereof) shall not exceed the greater of 2.5% and € 11,500,000.

(d)

the sum of the Outstanding Loan Balances of all Eligible Loans to Obligors which are in the same Industry (as defined by Moody’s Industry Classifications) for each of the three largest industry concentrations shall not exceed the greater of 15% and € 37,500,000 and the greater of 15% and € 27,500,000 for each other Industry.

(e)

the sum of the Outstanding Loan Balances of Eligible Loans that are denominated in Dollars shall not in the aggregate exceed the greater of 40% or € 70,000,000;

(f)

the sum of the Outstanding Loan Balances of all Eligible Loans denominated in an Approved Currency shall not in the aggregate exceed the greater of 10% or € 15,000,000;

(g)

the sum of the Outstanding Loan Balances of Eligible Loans that have a risk rating of 4, 5 or 6 according to the Servicer’s Credit and Collection Policy shall not exceed 20%, 10% and 0%, respectively;

(h)

the sum of the Outstanding Loan Balances of Eligible Loans denominated in Pounds Sterling shall not in aggregate exceed the greater of 50% and € 100,000,000;

(i)

the sum of the Outstanding Loan Balances of Eligible Loans that pay interest less frequently than quarterly shall not exceed (i) 20% if, as of the relevant Borrower Cut-Off Date or Determination Date, the Reserve Fund contains an amount which is less than the one-month Required Interest Reserve Amount, (ii) 40% if, as of the relevant Borrower Cut-Off Date or Determination Date, the Reserve Fund contains an amount which is not less than the one-month Required Interest Reserve Amount, (iii) 60% if, as of the relevant Borrower Cut-Off Date or Determination Date, the Reserve Fund contains an amount which is not less than the two-month Required Interest Reserve Amount or (iv) 75% if, as of the relevant Borrower Cut-Off Date or Determination Date, the Reserve Fund contains an amount which is not less than the three-month Required Interest Reserve Amount;

(j)

the sum of the Outstanding Loan Balances of Eligible Loans that are unsecured loans shall not exceed zero; and

(k)

The sum of the Outstanding Loan Balances of Eligible Loans that are Sub-Participation Loans and Regulatory Sub-Participation Loans in the aggregate shall not exceed the greater of the aggregate percentage and Euro limits outlined in the following table:

“ Cost of Funds ” shall mean, in respect of each Accrual Period, the aggregate of the Usage Fee and the applicable Interest Rate(s) and based upon Advances Outstanding.

“ Country Grouping ” means either a Group I Country, Group II Country or Group III Country being the country group to which a Loan is attributed by the Servicer acting reasonably and in good faith based first on where a majority of the Obligor’s revenues are generated, secondly on where the Obligor’s primary operations are conducted and third on where the Obligor’s head office is located. For the avoidance of doubt, each Loan shall be attributed to only one Country Group.

“ CP Rate ” means, for any Interest Period, the per annum rate equivalent to the weighted average of the per annum rates paid or payable by a Conduit Lender from time to time as interest on or otherwise (by means of interest rate hedges or otherwise taking into consideration any incremental carrying costs associated with short-term promissory notes issued by such Conduit Lender maturing on dates other than those certain dates on which such Conduit Lender is to receive funds) in respect of the commercial paper issued by such Conduit Lender that are allocated, in whole or in part, by the applicable Lender Agent (on behalf of such Conduit Lender) to fund or maintain the Advances Outstanding during such period, as determined by the applicable Lender Agent (on behalf of such Conduit Lender) and reported to the relevant Borrower and the Servicer, which rates shall reflect and give effect to (i) the commissions of placement agents and dealers in respect of such promissory notes, to the extent such commissions are allocated, in whole or in part, to such promissory notes by the applicable Lender Agent (on behalf of such Conduit Lender) and (ii) other borrowings by such Conduit Lender, including, without limitation, borrowings to fund Dollar, GBP or Euro amounts that are not easily accommodated in the commercial paper market; provided that if any component of such rate is a discount rate, in calculating the CP Rate, the applicable Lender Agent shall for such component use the rate resulting from converting such discount rate to an interest bearing equivalent rate per annum.

“ Credit and Collection Policy ” means the credit and collection policy of the Servicer in effect on the Closing Date and attached hereto as Exhibit D, furnished to the Administrative Agent by the Servicer as the same may be amended, modified or supplemented from time to time in accordance with this Agreement and the Servicing Agreement.

“ CSEF ” means CS Europe Finance Limited, a company incorporated in England and Wales with registered number 6340019.

“ CSUF ” means CS UK Finance Limited, a company incorporated in England and Wales with registered number 6340034.

“ Currency ” means Euro, Dollars, Pounds Sterling or any other currency selected with the unanimous consent of all of the Lenders.

“ Currency-Specific Borrowing Base ” means on any date of determination, in respect of any Currency, an amount equal to (i) the sum of the aggregate Outstanding Loan Balance of all Eligible Loans denominated in such Currency less any Charged-Off Loans denominated in such Currency plus (ii) the Outstanding Loan Balance of all Eligible Loans denominated in such Currency to become part of the Collateral on such

“ Currency-Specific Maximum Availability ” means, at any time, in respect of any Currency, an amount equal to the sum of (i) the Currency Specific Borrowing Base for such Currency and (ii) the amount of Principal Collections on deposit in the Collection Accounts received in reduction of the Outstanding Loan Balance of any Loan denominated in such Currency.

“ Custody Agreement ” means any custody agreement entered into between a Borrower or the Borrowers, the Security Trustee and Wells Fargo Bank, National Association or such other Person as approved for such purpose by the Administrative Agent providing for custodial arrangements in respect, inter alia , of any US Loans acquired or held by the Borrowers.

“ Debenture ” means the debenture, dated on or about the date hereof and in a form satisfactory to the Administrative Agent, Granted by the Borrowers in favour of the Security Trustee, as set forth in Exhibit G hereto.

“ Deed of Subordination ” means the deed of subordination, dated the date hereof, between, inter alia , the Borrowers, the Lenders, CSEL, the Security Trustee and the Administrative Agent.

“ Default ” shall mean any event or circumstance specified in Clause 21.1, other than under Clause 21.1.17 which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Transaction Documents or any combination of any of the foregoing) be an Event of Default.

“ Delayed Draw Term Loan ” means a Loan that is fully committed on the initial funding date of such Loan and is required to be fully funded in one or more instalments on draw dates to occur within one year of the initial funding of such Loan but which, once all such instalments have been made, has the characteristics of a Term Loan.

“ Delinquent Loan ” means any Loan (other than a Charged-Off Loan) as to which: (a) all or any portion of any one or more payments of principal or interest thereunder remains unpaid for (i) at least 60 days from the original due date for such payment in the case of Loans with interest payable no less frequently than quarterly or (ii) at least 5 days from the original due date for such payment in the case of Loans with interest payable less frequently than quarterly (in both cases, without giving effect to any grace period permitted in the Underlying Instruments); (b) a Material Modification of the type described in paragraphs (a), (b), (c) or (e) of the definition thereof has occurred with respect to such Eligible Loan has been made; (c) the related Obligor is failing to pay any accrued, due and unpaid interest or principal payments on a current basis (without giving effect to any grace period permitted in the Underlying Instruments) on any of its debt or borrowings; or (d) is on non-accrual status.

“ Derivatives ” means any exchange-traded or over-the-counter (a) forward, future, option, swap, cap, collar, floor, foreign exchange contract, any combination thereof,

“ Determination Date ” means the last day of each calendar month.

“ Discharged Rights and Obligations ” has the meaning given in Clause 22.4.3(a).

“ Discretionary Sale ” has the meaning given in Clause 6.2.1.

“ Discretionary Sale Date ” means the Business Day identified by the Borrower to the Administrative Agent in a Discretionary Sale Notice as the proposed date of a Discretionary Sale.

“ Discretionary Sale Notice ” has the meaning given in Clause 6.2.1(a).

“ Distribution ” has the meaning given in Clause 19.1.1(h).

“ Dollar Collection Account ” means the account specified in Schedule 6 of the Servicing Agreement maintained in the name of the Borrowers for the purpose of receiving Collections in Dollars at the Account Bank or any replacement account designated as the “Dollar Collection Account” which the Borrowers (or the Servicer on behalf of the Borrowers) may open with the Account Bank in accordance with clause 5.3 of the Servicing Agreement.

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

“ Eligible Loan ” means on any date of determination, any Loan included on the Loan List that satisfies each of the following requirements:

(a) is in full force and effect and subject to relevant priority of payments provisions or intercreditor arrangements in the Loan Documents relating to the relevant Loan, constitutes the legal, valid and binding obligation of the Obligor of such Loan to pay the stated amount of the Loan and interest thereon, and the related Loan Documents are enforceable against such Obligor in accordance with their respective terms and (b) has not had asserted with respect to it any right of rescission, setoff, counterclaim, defence or other material dispute;

(iv)

all material consents, licenses, approvals or authorizations of, or registrations or declarations with, any governmental authority or any other person required to be obtained, effected or given in connection with the making of such Loan and taking security in any related collateral (“ Approvals ”) have been obtained, effected or given and are in full force and effect or if any Approval is not obtained, such approval is obtained within 60 days of the date on which such Loan is advanced to the related Obligor, provided that such an Approval is limited to approvals required for the purpose of the target group in an acquisition financing to perfect any up-stream security package and further provided that, any Loan made as a share acquisition facility that does not yet fully comply with criterion (iv) above solely due to pending “whitewash procedures” or similar procedures will not be deemed ineligible for this reason alone, provided that (a) such Loan is granted a valid and effective security interest in 100% of the ownership interest of the related Obligor, (b) no other person has any senior or pari passu security interest over the assets that are expected to secure the Loan upon the completion of the “whitewash procedures” unless the Loan is not a senior secured loan and the sole person(s) with any senior or pari passu interest(s) is/are the senior creditor(s) ranking prior to the Loan as contemplated in the Loan Documents and (c) if the “whitewash procedures” are not completed within 60 days of the initial funding of such Loan, such Loan will be classified as a Subordinated Loan until the “whitewash procedures” have been completed;

(v)

the Loan was originated, documented, closed or purchased in accordance with the terms of the Credit and Collection Policy and arose in the ordinary course of the Borrower’s business from the extension of credit to the Obligor thereof;

(vi)

such Loan was originated or purchased pursuant to the business plan of CSEL and its Affiliates in Europe;

(vii)

as of the date such Loan is first included in the Collateral, (a) such Loan is not more than 10 days delinquent in payment of principal or interest, (b) such Loan has not been more than 30 days delinquent in payment of either principal or interest in the trailing 36-month period (unless otherwise approved by the Administrative Agent), and (c) on the date such Loan was originated or acquired by the relevant Borrower, no other loan and/or extension of credit to the related Obligor was more than 30 days delinquent in payment of either principal or interest in the trailing 36 month period;

(viii)

such Loan was purchased at a price of not less than 85% of its par value;

(ix)

from and after the date on which the relevant Borrower purchased or originated such Loan, the Loan is not a Materially Modified Loan and such

(x)

the proceeds of such Loan will not be used to finance activities of the type engaged in by businesses classified as residential building construction, non-residential building construction or utility system construction;

(xi)

any applicable taxes in connection with the transfer of such Loan have been paid or will be paid when due and the Obligor has been given any assurances (including with respect to the payment of transfer taxes and compliance with securities laws) required by the Loan Documents in connection with the transfer of the Loan;

(xii)

payments of interest on such Loan are not subject to withholding or similar tax imposed by any governmental authority unless (a) such withholding or similar tax can be sheltered in full under an applicable “double tax treaty” in respect of which the Obligor and the relevant Borrower have complied with all necessary formalities for such shelter to be applicable or (b) subject to completion of the necessary formalities and to customary provisions such as tax credit or tax mitigation provisions the Obligor is required to make “gross-up” payments on an after-tax basis for the full amount of such tax;

(xiii)

the Loan is denominated and payable only in Euro or in an Alternative Currency and the related Loan Documents do not permit such Loan to be repaid in any Currency other than the Currency in which such Loan was made, provided that certain Loans may be denominated in an Approved Currency subject to currency hedging acceptable to the Administrative Agent (in each case determined in its sole discretion) for each such Loan individually;

(xiv)

such Loan provides for (x) periodic payments of a portion of accrued and unpaid interest in cash on a current basis, no less frequently than semi-annually of not less than (a) 4% if the Loan is a fixed rate loan or (b) 1.25% if the Loan is a Senior Secured Loan with a floating interest rate, or (c) 2% if the Loan is a floating rate loan other than a Senior Secured Loan and (y) a fixed amount of principal payable in cash no later than its stated maturity, and does not allow for the deferral of due interest and principal (ie is not a ‘PIK toggle’ loan);

(xv)

the Loan, together with the Loan Documents related thereto, was originated in accordance with, and does not contravene in a material respect any Applicable Laws (including, without limitation, laws, rules and regulations relating to usury, predatory lending, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy)

(xvi)

the Loan, together with the related Loan Documents, is capable of being assigned or transferred by way of security to the Security Trustee (or its successor, provided that such successor is a bank) or another bank or financial institution nominated by the Security Trustee, subject only to customary requirements for the consent of the relevant Obligor and/or security agent or trustee;

(xvii)

the Loan and the relevant Borrower’s interest in all related Collateral and Related Property are free of any Security, except for Permitted Security;

(xviii)

any Related Property with respect to such Loan is insured by the Obligor in accordance with the Credit and Collection Policy;

(xix)

the Loan Documents with respect to such Loan are complete in accordance with the Credit and Collection Policy and are in the English language (or, to the extent that Loan Documents are not in English, the relevant Borrower shall provide a copy of the relevant investment committee meeting minutes, papers or memoranda produced at such investment committee meeting in English and an English translation of the relevant financial covenants contained in the Loan Documents) and all such Loan Documents have been or will be delivered to the Servicer (or applicable affiliate thereof) or the Security Trustee within a reasonable and customary timeframe from the applicable Funding Date, but in no event more than 15 Business Days after such Funding Date;

(xx)

the Obligor with respect to such Loan is an Eligible Obligor;

(xxi)

the Loan does not represent payment obligations relating to “put” rights;

(xxii)

the Loan does not by its terms permit the payment obligation of the Obligor thereunder to be converted into or exchanged for equity capital of such Obligor;

(xxiii)

the Obligor of such Loan has waived to the fullest extent permitted by law all rights of set-off and/or counterclaim against the relevant Borrower and all assignees thereof;

(xxiv)

all information on the Loan List delivered to the Administrative Agent with respect to such Loan is true and correct;

(xxv)

the Obligor of such Loan has executed all appropriate documentation required by the Borrower, as required by, and in accordance with, the Credit and Collection Policy and the Servicing Standard;

(xxvi)

as of the date on which such Loan becomes part of the Collateral, the Weighted Average Spread Test is satisfied; provided that if immediately prior to such date, the Weighted Average Spread Test was not satisfied, such test is

(xxvii)

if the Loan is a Revolving Loan or a Delayed-Draw Term Loan, it is subject to the Retained Interest provision of this Agreement.

(i)

such Obligor is not a natural person and is a legal operating entity or holding company, duly incorporated or organised and validly existing under the laws of its jurisdiction of incorporation or organisation;

(ii)

such Obligor is not (and has not been for at least three years immediately preceding the relevant date of determination) the subject of any Insolvency Proceeding, unless otherwise approved by the Administrative Agent in its sole discretion;

(iii)

such Obligor is not a Governmental Authority;

(iv)

such Obligor (a) is not a casino in the business of gaming or gambling, including accepting, recording or registering bets for money or other items of value (b) is not an internet-based startup and (c) is not in the nuclear waste, biotechnology, natural resource exploration and/or production industries unless approved in writing by the Administrative Agent;

(v)

such Obligor is in compliance with all material terms and conditions of its Loan Documents;

(vi)

such Obligor is organised and incorporated and all or substantially all of the related collateral securing the Loans of such Obligor is located in, an Approved Country, unless otherwise approved in writing by the Administrative Agent in its sole discretion;

(vii)

such Obligor is not organised in, and does not have a principal office in, any jurisdiction in which the origination or acquisition of such Loan by the relevant Borrower would result in a conflict with or breach or violation of any provision of any Loan Document or the laws of such jurisdiction;

and

(viii)

such Obligor has an Eligible Risk Rating.

“ Equity Security ” means any equity security or other obligation or security that does not entitle the holder thereof to receive periodic payments of interest and one or more instalments of principal excluding PIK Securities.

“ Escrow Agent ” means any Person (which, unless otherwise agreed by the Borrowers and the Administrative Agent, shall either be a law firm of recognised standing in the European Union or a bank that satisfies the minimum rating requirements set forth in clauses (i) and (ii) of the definition of “Selling Institution”) acting in accordance with the terms of an Escrow Letter as an escrow agent with respect to any Release Amounts or Swingline Release Amounts delivered to it by the Account Bank pursuant to the terms of the Servicing Agreement.

“ Escrow Letter ” means each letter agreement satisfactory in form and substance to, and issued by the Escrow Agent to the relevant Borrower (with a copy to the Administrative Agent and the Account Bank) as a condition precedent to the release of Release Amounts or Swingline Release Amounts by the Account Bank to the Escrow Agent; provided that each Escrow Letter shall include an undertaking by the Escrow Agent promptly to remit to the Security Trustee (on behalf of the Administrative Agent or the Swingline Lender, as applicable) all of the Release Amounts and Swingline Release Amounts (as applicable) maintained by the Escrow Agent as of the Advance Cut-Off or Swingline Advance Cut-Off applicable thereto.

“ EU Insolvency Regulation ” means Council Regulation (EC) No. 1346/2000 of 20 May 2000.

“ EURIBOR Rate ” means for any Interest Period for any Advance in Euro, an interest rate per annum equal to:

“ EURIBOR Rate Disruption Event ” means:

“ Euro ” or “ € ” means the lawful currency of the Participating Member States.

“ Euro Collection Account ” means, in relation to each Borrower, the account specified in Schedule 6 of the Servicing Agreement maintained in the name of such Borrower for the purpose of receiving Collections in Euro at the Account Bank or any replacement account designated as the “Euro Collection Account” which such Borrower (or the Servicer on behalf of such Borrower) may open with the Account Bank in accordance with clause 5.3 of the Servicing Agreement.

“ Euro Equivalent ” means on any day, with respect to the amount of any Alternative Currency, the amount of Euro that would be required to purchase such amount of Alternative Currency on such day, based on the spot selling rate the Administrative Agent for delivery two Business Days after such date.

“ Eurocurrency Disruption Event ” means with respect to any Currency, the occurrence of any of the following: (a) a Swingline Lender or any Institutional Lender shall have notified the Administrative Agent of a determination by such Swingline Lender or Institutional Lender or any of their respective assignees or participants, as applicable, that it would be contrary to law or to the directive of any central bank or other Governmental Authority (whether or not having the force of law) to obtain such Currency in the London interbank market to fund any Advance or (b) the Administrative Agent is unable, for any reason, to determine the Interest Rate for such Currency.

“ Event of Default ” means any event or circumstance specified as such in Clause 21.

“ Facility ” means the multicurrency revolving loan facility made available to the Borrowers by the Lenders pursuant to this Agreement.

“ Facility Amount ” means the aggregate Commitments of the Lender Groups then in effect (excluding, for the avoidance of doubt, any Commitment of a Swingline Lender); provided that, except as set out in Clause 5.4, such amount may not at any time exceed € 125,000,000 without the written agreement of the parties hereto; provided further that on or after the Termination Date, the Facility Amount shall be equal to the Advances Outstanding.

“ Federal Funds Rate ” means, with respect to any Lender, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the federal funds rate as quoted by the applicable Lender Agent (in the case of any Conduit Lender or Institutional Lender) and confirmed in Federal Reserve Board Statistical Release H.15 (519) or any successor or substitute publication selected by the Administrative Agent (or, if such day is not a Business Day, for the preceding Business Day), or, if, for any reason, such rate is not available on any day, the rate determined, in the sole opinion of each Lender Agent, to be the rate at which federal funds are being offered for sale in the national federal funds market at 9.00 a.m. (London time).

“ Fee Letter ” means, in respect of fees to accrue on or after 10 February 2009, the fee letter dated 10 February 2009 (and in respect of fees accrued prior to 10 February 2009, the previous fee letters dated 3 October 2007 and 24 September 2008), between each of the Borrowers, the Administrative Agent and the Lenders.

“ First Currency ” has the meaning given in Clause 15.

“ Fitch ” means Fitch, Inc. or any successor to its rating business.

“ Fixed Rate Loan ” means a Loan that is not a Floating Rate Loan.

“ Fixed Rate Loan Percentage ” means, as of any date of determination, the percentage equivalent of a fraction (a) the numerator of which is the sum of the Outstanding Loan Balances of all Fixed Rate Loans that are Eligible Loans as of such date and (b) the denominator of which is equal to the Aggregate Outstanding Loan Balance as of such date.

“ Floating Rate Loan ” means a Loan where the interest rate payable by the Obligor thereof is based on the prime interest rate or other comparable daily rate, the LIBOR Rate or the EURIBOR Rate, plus some specified interest percentage in addition thereto, and such Loan provides that such interest rate will reset at the end of each interest period (howsoever defined).

“ Floating Rate Loan Percentage ” means, as of any date of determination, the percentage equivalent of a fraction (a) the numerator of which is the sum of the Outstanding Loan Balances of all Floating Rate Loans that are Eligible Loans as of such date and (b) the denominator of which is equal to the Aggregate Outstanding Loan Balance as of such date.

“ Funding Date ” means any Business Day on which an Advance or Swingline Advance is made.

“ Funding Request ” means a Borrower Notice requesting an Advance and including the items required by Clause 5.1.

“ GAAP ” means (i) in the case of any Person organised or incorporated in the United States, the generally accepted accounting principles in the United States, (ii) in the case of a Borrower, the generally accepted accounting principles in its country of incorporation or the United States or applicable international accounting standards and (iii) in the case of any other Person, the generally accepted accounting principles in accordance with which such Person prepares its audited accounts. All ratios and computations based on GAAP contained in this Agreement shall be computed in conformity with GAAP as in effect on the date hereof.

“ Governmental Authority ” means any nation or government, any state or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, any court or arbitrator and any accounting board or authority (whether or not a part of the government) which is responsible for the establishment or interpretation of national or international accounting principles.

“ Grant ” shall mean to grant, bargain, sell, warrant, alienate, remise, demise, release, convey, assign, transfer, mortgage, pledge, create and grant a security interest in and right of set-off against, deposit, set over and confirm. A Grant of any instrument, shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including without limitation, the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect thereof, and all other monies payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring any suit in equity, action at law or other judicial or administrative proceeding in the name of the granting party or otherwise, and generally to do and receive anything that the granting party may be entitled to do or receive thereunder or with respect thereto.

“ Group I Country ” means Canada, the Channel Islands, the Isle of Man, the Netherlands, the United Kingdom and the United States.

“ Group II Country ” means Germany, Ireland, Sweden and Switzerland.

“ Group III Country ” means Austria, Belgium, Denmark, Finland, France, Italy, Liechtenstein, Luxembourg, Norway, Portugal and Spain and any other member of the European Economic and Monetary Union which has a foreign currency issuer credit rating of at least AA from S&P or Aa2 from Moody’s and which is not a Group I Country or a Group II Country.

“ Guarantor ” means, in respect of each Borrower, the other Borrower pursuant to the Borrower Cross-Guarantee;

“ Hedge Amount ” means an amount equal to the product of (i) the Weighted Average Advance Rate with respect to Eligible Loans that are Fixed Rate Loans as of such date and (ii) the portion of the Outstanding Loan Balance of all Eligible Loans that are Fixed Rate Loans in excess of the Hedge Floor included in the Collateral as of such date. The Hedge Amount for Eligible Loans that are Floating Rate Loans is € 0.

“ Hedge Breakage Costs ” means with respect to each Hedge Counterparty upon the early termination of any Hedge Transaction with such Hedge Counterparty, the net amount, if any, payable by the relevant Borrower to such Hedge Counterparty for the early termination of that Hedge Transaction or any portion thereof.

“ Hedge Counterparty ” means any entity (which may include Wachovia Bank, N.A.) that (i) on the date of entering into any Hedge Transaction (x) is an interest rate swap dealer that has been approved in writing by the Administrative Agent (such approval not to be unreasonably withheld) and (y) has a long-term unsecured debt rating of not less than “A” by S&P, not less than “A-2” by Moody’s and not less than “A” by Fitch (if such entity is rated by Fitch) (the “ Long-term Rating Requirement ”) and a short-term unsecured debt rating of not less than “A-1” by S&P, not less than “P-1” by Moody’s and not less than F-1 by Fitch (if such entity is rated by Fitch) (the “ Short-term Rating Requirement ”), and (ii) in a Hedging Agreement (x) consents to the assignment of the relevant Borrower’s rights under such Hedging Agreement to the Administrative Agent on behalf of the Secured Parties pursuant to Clause 19.2. and (y) agrees that in the event that Moody’s, S&P or Fitch reduces its long-term unsecured debt rating below the Long-term Rating Requirement or reduces its short-term debt rating below the Short-Term Rating Requirement, it shall either collateralise its obligations in a manner satisfactory to the Administrative Agent or transfer its rights and obligations under each Hedging Agreement (excluding, however, any right to net payments or Hedge Breakage Costs under any Hedge Transaction, to the extent accrued to such date or to accrue thereafter and owing to the transferring Hedge Counterparty as of the date of such transfer) to another entity that meets the requirements of paragraphs (b)(i) and (b)(ii) hereof and has entered into a Hedging Agreement with the relevant Borrower on or prior to the date of such transfer.

“ Hedge Floor ” means (i) € 30,000,000 or (ii) at any time the Weighted Average Spread Test is not satisfied, € 0.

“ Hedge Notional Amount ” means for any Advance, the aggregate notional amount in effect on any day under all Hedge Transactions entered into pursuant to Clause 19.2 for that Advance.

“ Hedge Transaction ” means each interest rate swap, index rate swap or interest rate cap transaction or comparable derivative arrangements as the Administrative Agent may approve in its discretion between a Borrower and a Hedge Counterparty that is entered into pursuant to Clause 19.2 and is governed by a Hedging Agreement.

“ Hedging Agreement ” means the agreement between a Borrower and a Hedge Counterparty that governs one or more Hedge Transactions entered into by such Borrower and such Hedge Counterparty pursuant to Clause 19.2, which agreement shall consist of a “Master Agreement” in a form published by the International Swaps and Derivatives Association, Inc., together with a “Schedule” thereto substantially in such form as the Required Lenders shall approve in writing.

“ Holding Company ” means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.

“ Increased Costs ” means any amounts required to be paid by a Borrower to an Affected Party pursuant to Clause 14.

“ Indebtedness ” means with respect to any Person as of any date, whether or not reflected on the balance sheet or comparable statement of financial position of such Person, (a) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services (other than current liabilities incurred in the ordinary course of business and payable in accordance with customary trade practices) or that is evidenced by a note, bond, debenture or similar instrument, (including, without limitation, any note, bond, debenture or similar instrument issued in connection with a securitisation transaction), (b) all obligations of such Person under capital leases, (c) all obligations of such Person in respect of acceptances issued or created for the account of such Person, (d) all liabilities secured by any Security on any property owned by such Person even though such Person has not assumed or otherwise become liable for the payment thereof, (e) all indebtedness, obligations or liabilities of that Person in respect of Derivatives, determined as of such date on a net mark-to-market basis in accordance with customary market practice and (f) obligations under direct or indirect guaranties in respect of obligation (contingent or otherwise) to purchase or otherwise acquire, or to otherwise assure a creditor against loss in respect of, clauses (a) through (e) above.

“ Indemnified Amounts ” shall have the meaning given in Clause 16.1.1.

“ Indemnified Parties ” shall have the meaning given in Clause 16.1.1.

“ Independent Director ” shall have the meaning given in Clause 17.19.16.

“ Industry ” means the industry of an Obligor as determined, in the reasonable discretion of the relevant Borrower, by reference to the two-digit standard industry classification or North American Industry Classification System codes.

“ Initial Advance ” means the first Advance made under this Agreement.

“ Insolvency Laws ” means the insolvency laws of any country, and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganisation, suspension of payments, or similar debtor relief laws from time to time in effect affecting the rights of creditors generally.

“ Insolvency Proceeding ” means

Any corporate action, legal proceedings or other procedure or step is taken by any person in relation to:

or any analogous procedure or step is taken in any jurisdiction.

“ Insolvent ” means, in relation to any person, (i) such person is unable or admits inability to pay its debts as they fall due or is deemed to or declared to be unable to pay its debts under applicable law; (ii) such person suspends or threatens to suspend making payments on any of its debts or, by reason of actual or anticipated financial difficulties; (iii) such person commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness; (iv) the value of the assets of such person is less than its liabilities (taking into account contingent and prospective liabilities); (v) a moratorium is declared in respect of any indebtedness of such person; or (vi) such person is engaged in a business or a transaction or is about to engage in a business or a transaction for which such person’s property would constitute unreasonably small capital.

“ Institutional Lender ” means each Lender designated as such on its signatures page hereto and each financial institution other than a commercial paper conduit which may from time to time become a Lender hereunder by executing and delivering a Transfer Certificate to the Administrative Agent and the Borrowers as contemplated by Clause 22.1, and in each case identified as such on Annex B hereto.

“ Insurance Policy ” means with respect to any Loan, an insurance policy covering physical damage to or loss to any assets or Related Property of the Obligor securing such Loan.

“ Insurance Proceeds ” means any amounts payable or any payments made to the relevant Borrower or to the Servicer on its behalf under any Insurance Policy.

“ Interest ” means for each Accrual Period and each Advance and each Swingline Advance outstanding during such Accrual Period, an amount equal to: