0000940394-07-000695 Sample Contracts

Contract
Investment Advisory and Administrative Agreement • June 28th, 2007 • Belrose Capital Fund LLC • Miscellaneous business credit institution

THIS AMENDMENT NO. 1, dated as of May 29, 2007, to the Investment Advisory and Administrative Agreement dated as of March 12, 2002 (the “Agreement”), is made between the parties to the Agreement. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Agreement.

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Contract
Loan and Security Agreement • June 28th, 2007 • Belrose Capital Fund LLC • Miscellaneous business credit institution • New York

EXHIBIT 4.2(g) AMENDMENT NO. 7 dated as of May 9, 2007 (this “Amendment”) to the LOAN AND SECURITY AGREEMENT dated as of July 15, 2003, as amended by Amendment No. 1 dated as of November 4, 2003, Amendment No. 2 dated as of August 3, 2004, Amendment No. 3 dated as of October 14, 2005, Amendment No. 4 dated as of December 15, 2005, Amendment No. 5 dated as of June 30, 2006 and Amendment No. 6 dated as of January 18, 2007 (as the same may be further amended, supplemented or otherwise modified, renewed or replaced from time to time, the “Credit Agreement”), by and among BELROSE CAPITAL FUND LLC, a Delaware limited liability company (the “Borrower”), the Lenders referred to therein, Merrill Lynch Mortgage Capital, Inc., a Delaware corporation, as agent (the “Agent”) and Merrill Lynch Capital Services, Inc., a Delaware corporation (the “Swap Provider”).

Contract
Management Agreement • June 28th, 2007 • Belrose Capital Fund LLC • Miscellaneous business credit institution

THIS AMENDMENT NO. 1, dated as of May 29, 2007, to the Management Agreement dated as of March 19, 2002 (the “Agreement”), is made between the parties to the Agreement. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Agreement.

Contract
Loan and Security Agreement • June 28th, 2007 • Belrose Capital Fund LLC • Miscellaneous business credit institution • New York

EXHIBIT 4.2(f) AMENDMENT NO. 6 dated as of January 18, 2007 (this “Amendment”) to the LOAN AND SECURITY AGREEMENT dated as of July 15, 2003, as amended by Amendment No. 1 dated as of November 4, 2003, Amendment No. 2 dated as of August 3, 2004, Amendment No. 3 dated as of October 14, 2005, Amendment No. 4 dated as of December 15, 2005 and Amendment No. 5 dated as of June 30, 2006 (as the same may be further amended, supplemented or otherwise modified, renewed or replaced from time to time, the “Credit Agreement”), by and among BELROSE CAPITAL FUND LLC, a Delaware limited liability company (the “Borrower”), the Lenders referred to therein, Merrill Lynch Mortgage Capital, Inc., a Delaware corporation, as agent (the “Agent”) and Merrill Lynch Capital Services, Inc., a Delaware corporation (the “Swap Provider”).

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