ALLIED CAPITAL CORP
EX-10.2(C)
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<DESCRIPTION>EX-10.2(C)
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<P align="right" style="font-size: 10pt">Exhibit&nbsp;10.2(c)



<P align="center" style="font-size: 10pt"><B>THIRD AMENDMENT TO CREDIT AGREEMENT</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THIS THIRD AMENDMENT TO CREDIT AGREEMENT (the <B><I>&#147;Amendment&#148;</I></B>) is entered into
as of May 28, 2004, by and among <B>ALLIED CAPITAL CORPORATION</B>, a corporation
organized under the laws of the State of Maryland (<B><I>&#147;Borrower&#148;</I></B>), <B>WESTLB AG, NEW
YORK BRANCH (</B><B><I>&#147;WestLB&#148;</I></B><B>), and BANK OF AMERICA, N.A.</B>, as Administrative Agent (in
such capacity, the <B><I>&#147;Administrative Agent&#148;</I></B>) for the Lenders under the Credit
Agreement (hereinafter defined).


<P align="center" style="font-size: 10pt"><u><B>R E C I T A L S</B></u>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;Borrower, Administrative Agent, and certain other Agents and Lenders
are parties to that certain Third Amended and Restated Credit Agreement dated
as of April&nbsp;18, 2003, as amended by that certain First Amendment to Credit
Agreement dated as of October&nbsp;6, 2003, and as further amended by that certain
Second Amendment to Credit Agreement dated as of December&nbsp;17, 2003 (the <B><I>&#147;Credit
Agreement&#148;</I></B>). Unless otherwise indicated herein, all terms used with their
initial letter capitalized are used herein with their meaning as defined in the
Credit Agreement; all Section references are to Sections in the Credit
Agreement; and all Paragraph references are to Paragraphs in this Amendment.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;Pursuant to and in accordance with <B><I>Section&nbsp;2.13</I></B>, Borrower has requested
an increase in the aggregate Commitments under the Credit Agreement by
requesting WestLB to become a Lender with a Commitment of $20,000,000 (the
<B><I>&#147;Supplemental Commitment&#148;</I></B>).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.&nbsp;Subject to and upon the following terms and conditions, WestLB has
agreed to the Supplemental Commitment, and Administrative Agent has agreed to
the addition of WestLB as a Lender.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.&nbsp;Accordingly, in accordance with the requirements of <B><I>Sections&nbsp;2.13 </I></B>and
<B><I>12.5 </I></B>and subject to and upon the following terms and conditions, Borrower,
Administrative Agent, and WestLB are entering into this Amendment (i)&nbsp;to add
WestLB as a <I>&#147;Lender&#148; </I>with a Commitment of $20,000,000, pursuant to <B><I>Section&nbsp;2.13</I></B>
of the Credit Agreement, and (ii)&nbsp;to amend <B><I>Schedule&nbsp;2 </I></B>to the Credit Agreement
to reflect the Supplemental Commitment.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Borrower, WestLB, and Administrative Agent agree, as follows:

<P align="left" style="font-size: 10pt"><u><B>PARAGRAPH 1</B></u>. <u><B>AMENDMENTS TO CREDIT AGREEMENT</B></u>.


<P align="left" style="font-size: 10pt"><B>1.1 <u>Supplemental Commitment and Consent to New Lender</u></B>.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Pursuant to <B><I>Section&nbsp;2.13</I></B>, effective on and after the Amendment
Effective Date (hereinafter defined), (i)&nbsp;WestLB agrees to be a Lender having
the Commitment set forth opposite its name on <B><I>Annex A </I></B>hereto. Accordingly,
each Lender&#146;s Commitment Percentage (and to the extent any Letters of Credit
are issued and outstanding on the Amendment Effective Date, all participations
by Lenders in the LC Subfacility) shall be recalculated to reflect the new
proportionate share of the revised total Commitments as stated on <B><I>Annex A</I></B>. As
of the Amendment Effective Date, WestLB shall be deemed irrevocably and
unconditionally to have purchased, without recourse or warranty, an undivided
interest and participation in such Letters of Credit in an amount equal to its
Commitment Percentage as stated on <B><I>Annex A</I></B>.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Borrower shall prepay all Revolving Loans (if any) outstanding on the
Amendment Effective Date (and pay any additional amounts required to be paid to
any Lender pursuant to <B><I>Section&nbsp;4.5</I></B>,


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<br>
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    <TD align="right" valign="top"><u><B>Third Amendment to Credit Agreement</B></u></TD>
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<P align="left" style="font-size: 10pt">unless waived by such Lender) to the extent necessary to keep the
Revolving Loans ratable with the revised Commitment Percentages arising from
the non-ratable increase in the aggregate Commitments pursuant to this
<B><I>Paragraph&nbsp;1.1</I></B>. If any Revolving Loans are prepaid on the Amendment Effective
Date as required hereby, then, notwithstanding anything to the contrary set
forth in the definition of <I>&#147;Interest Period,&#148; </I>Eurodollar Loans made during the
thirty day period immediately following the Amendment Effective Date may have
durations commencing on the date such Eurodollar Loan is made and ending on the
date 7 or 14&nbsp;days thereafter.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;On the Amendment Effective Date, WestLB shall be entitled to the
rights and benefits and subject to the duties of a Lender under the Loan
Documents.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;By execution hereof, Administrative Agent and Borrower consent to the
addition of WestLB as a <B><I>&#147;Lender&#148; </I></B>under the Loan Documents.

<P align="left" style="font-size: 10pt"><B>1.2 <u>Definitions and Terms</u></B>. On and after the Amendment Effective Date
(hereinafter defined), (i)&nbsp;each reference to <I>&#147;Lender&#148; </I>or <I>&#147;Lenders&#148; </I>in the
Credit Agreement and the related Loan Documents shall include WestLB, and (ii)
each reference to <B><I>Schedule&nbsp;2 </I></B>shall be to the <B><I>Revised Schedule&nbsp;2 </I></B>as set forth on
<B><I>Annex A</I></B>, as the same may hereafter be amended or modified in accordance with
the Loan Documents.


<P align="left" style="font-size: 10pt"><B>1.3 <u>Confirmations and Agreements of WestLB</u></B>. WestLB (a)&nbsp;confirms that it has
received a copy of the Credit Agreement, <I>together with</I> copies of the
consolidated balance sheets of Borrower and its Consolidated Subsidiaries most
recently delivered under the Credit Agreement and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Amendment, including, without limitation, the
transaction contemplated in this <B><I>Paragraph&nbsp;1; </I></B>and (b)&nbsp;agrees that it will,
independently and without reliance upon the Administrative Agent or any Lender,
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Credit Agreement. Furthermore, WestLB (i)&nbsp;appoints and authorizes
Administrative Agent to take such action as <I>&#147;Administrative Agent&#148; </I>on its
behalf and to exercise such powers and discretion under the Credit Agreement as
are delegated to Administrative Agent by the terms thereof, together with such
powers and discretion as are reasonably incidental thereto; (ii)&nbsp;agrees that it
will perform in accordance with their terms all of the obligations that by the
terms of the Credit Agreement are required to be performed by it as a Lender;
and (iii)&nbsp;shall deliver to Administrative Agent any U.S. Internal Revenue
Service or other forms required under <B><I>Section&nbsp;4.6 </I></B>of the Credit Agreement.


<P align="left" style="font-size: 10pt"><B>1.5 <u>Noteless Transaction</u></B>. If requested by WestLB pursuant to <B><I>Section&nbsp;2.11(b),</I></B>
Borrower shall execute and deliver to WestLB a Revolving Note reflecting the
Commitment of WestLB, after giving effect to the Supplemental Commitment
contemplated and effected in accordance with <B><I>Paragraph&nbsp;1.</I></B>


<P align="left" style="font-size: 10pt"><u><B>PARAGRAPH 2</B></u>. <u><B>AMENDMENT EFFECTIVE DATE</B></u>. This Amendment shall be binding upon
the Administrative Agent, Borrower, WestLB, and each other Lender on the last
day (the <B><I>&#147;Amendment Effective Date&#148;</I></B>) upon which (a)&nbsp;counterparts of this
Amendment shall have been executed and delivered to Administrative Agent by
Borrower, Administrative Agent, and WestLB, or when Administrative Agent shall
have received, telecopied, telexed, or other evidence satisfactory to it that
all such parties have executed and are delivering to Administrative Agent
counterparts thereof; (b)&nbsp;the Revolving Note (if previously requested by
WestLB) is executed by Borrower and delivered in accordance with <B><I>Paragraph&nbsp;1.5</I></B>
hereof; (c)&nbsp;Borrower shall have paid to Administrative Agent (for distribution
to WestLB) the upfront fee payable to WestLB in the amount set forth as the
<B><I>&#147;Third Amendment Upfront Fee&#148; </I></B>on <B><I>Annex A </I></B>for WestLB; (d)&nbsp;Borrower shall have
repaid all outstanding Revolving Loans, to the extent any such Revolving Loans
are outstanding (without giving effect to any Revolving Loans made after the
effectiveness of this Amendment); (e)&nbsp;Borrower shall have delivered to
Administrative Agent copies
<br>
<br>
<br>


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    <TD align="right" valign="top"><u><B>Third Amendment to Credit Agreement</B></u></TD>
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<P align="left" style="font-size: 10pt">(certified by the Secretary or Assistant Secretary of Borrower) of all
corporate action taken by Borrower to authorize the execution, delivery, and
performance of this Amendment, and any related Debt incurrence; and (f)
Borrower shall have delivered to Administrative Agent an opinion of Sutherland
Asbill &#038; Brennan LLP, counsel to Borrower, addressed to Administrative Agent
and Lenders, in form and substance reasonably acceptable to Administrative
Agent.


<P align="left" style="font-size: 10pt"><u><B>PARAGRAPH 3</B></u>. <u><B>REPRESENTATIONS AND WARRANTIES</B></u>. As a material inducement to
WestLB and Administrative Agent to execute and deliver this Amendment, Borrower
hereby represents and warrants to WestLB and Administrative Agent (with the
knowledge and intent that such parties are relying upon the same in entering
into this Amendment) the following: (a)&nbsp;the representations and warranties in
the Credit Agreement and in all other Loan Documents are true and correct on
the date hereof in all material respects, as though made on the date hereof,
except to the extent that such representations and warranties expressly relate
solely to an earlier date (in which case such representations and warranties
shall have been true and accurate as of such earlier date); (b)&nbsp;no Default or
Event of Default exists under the Loan Documents or will exist after giving
effect to the transactions contemplated by this Amendment; (c)&nbsp;Borrower has the
right and power, and has taken all necessary action to authorize it to borrow
under the Credit Agreement, as further amended by this Amendment (the <B><I>&#147;Amended
Facility&#148;</I></B>); (d)&nbsp;Borrower has the right and power, and has taken all necessary
action to authorize it to execute, deliver, and perform this Amendment in
accordance with its terms and to consummate the transaction contemplated
hereby; (e)&nbsp;this Amendment has been duly executed and delivered by the duly
authorized officers of Borrower, and is a legal, valid, and binding obligation
of Borrower, enforceable against it in accordance with its terms; and (f)&nbsp;the
execution, delivery and performance of this Amendment in accordance with its
terms, and the borrowings under the Amended Facility do not and will not, by
the passage of time, the giving of notice, or otherwise: (i)&nbsp;require any
Governmental Approval, <I>other than </I>such as have been obtained and are in full
force and effect, or violate any Applicable Law (including all Environmental
Laws) relating to Borrower or any Subsidiary; (ii)&nbsp;conflict with, result in a
breach of, or constitute a default under the articles of incorporation or the
bylaws of Borrower or the organizational documents of any Subsidiary, or any
indenture, agreement, or other instrument to which Borrower or any Subsidiary
is a party or by which it or any of its respective properties may be bound; or
(iii)&nbsp;result in or require the creation or imposition of any Lien upon or with
respect to any property now owned or hereafter acquired by Borrower or any
Subsidiary.


<P align="left" style="font-size: 10pt"><u><B>PARAGRAPH 4</B></u>. <u><B>MISCELLANEOUS</B></u>.


<P align="left" style="font-size: 10pt"><B>4.1 <u>Effect on Loan Documents</u></B>. The Credit Agreement and all related Loan
Documents shall remain unchanged and in full force and effect, except as
provided in this Amendment, and are hereby ratified and confirmed. On and
after the Amendment Effective Date, all references to the <I>&#147;Credit Agreement&#148; </I>or
the <I>&#147;Agreement&#148; </I>shall be to the Credit Agreement as herein amended. The
execution, delivery, and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any rights of the Lenders
under the Credit Agreement or any Loan Documents, nor constitute a waiver under
the Credit Agreement or any other provision of the Loan Documents.


<P align="left" style="font-size: 10pt"><B>4.2 <u>Reference to Miscellaneous Provisions</u></B>. This Amendment and the other
documents delivered pursuant to this Amendment are part of the Loan Documents
referred to in the Credit Agreement, and the provisions relating to Loan
Documents set forth in <B><I>Section&nbsp;12 </I></B>are incorporated herein by reference the same
as if set forth herein verbatim.


<P align="left" style="font-size: 10pt"><B>4.3 <u>Costs and Expenses</u></B>. Borrower agrees to pay promptly the reasonable fees
and expenses of counsel to Administrative Agent for services rendered in
connection with the preparation, negotiation, reproduction, execution, and
delivery of this Amendment.


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    <TD align="right" valign="top"><u><B>Third Amendment to Credit Agreement</B></u></TD>
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<P align="left" style="font-size: 10pt"><B>4.4 </B><u><B>Counterparts</B></u>. This Amendment may be executed in a number of identical
counterparts, each of which shall be deemed an original for all purposes, and
all of which constitute, collectively, one agreement; but, in making proof of
this Amendment, it shall not be necessary to produce or account for more than
one such counterpart. It is not necessary that all parties execute the same
counterpart so long as identical counterparts are executed by Borrower,
Administrative Agent, and WestLB.


<P align="left" style="font-size: 10pt"><B>4.5 <u>Entirety</u></B>. <B>THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT AMONG THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENT OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS AMONG THE PARTIES</B>.


<P align="left" style="font-size: 10pt"><B>4.6 <u>Parties</u></B>. This Amendment binds and inures to Borrower, Administrative
Agent, WestLB, the other Lenders, and their respective successors and assigns.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN WITNESS WHEREOF, the parties hereto have executed this Amendment in
multiple counterparts as of the respective dates indicated on each signature
page hereof, but effective as of the Amendment Effective Date.


<P align="center" style="font-size: 10pt"><B><I>REMAINDER OF THIS PAGE INTENTIONALLY BLANK.<BR>
SIGNATURE PAGE TO FOLLOW.</I></B>



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    <TD align="right" valign="top"><u><B>Third Amendment to Credit Agreement</B></u></TD>
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