SC TO-I

As filed with the Securities and Exchange Commission on May 26, 2015

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

LMP Corporate Loan Fund Inc.

(Name of Subject Company (issuer))

LMP Corporate Loan Fund Inc.

(Name of Filing Person (offeror))

Auction Rate Cumulative Preferred Stock, Series A and Series B, Par Value $0.001 Per Share

(Title of Class of Securities)

50208B209

50208B308

(CUSIP Number of Class of Securities)

Robert I. Frenkel

Secretary and Chief Legal Officer

LMP Corporate Loan Fund Inc.

100 First Stamford Place, 6th Floor

Stamford, Connecticut 06902

(203) 703-7046

(Name, Address and Telephone Number of Person Authorized to Receive Notices

and Communications on Behalf of the Person(s) Filing Statement)

Copy to:

Sarah E. Cogan, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

(212) 455-2000

CALCULATION OF FILING FEE

Transaction Valuation	Amount of Filing Fee
$31,500,000(a)	$3,660.30(b)

(a) Calculated as the aggregate maximum purchase price to be paid for 1,400 shares in the offer, based upon a price of 90% of the liquidation preference of $25,000 per share (or $22,500 per share).

(b) Calculated at $116.20 per $1,000,000 of the Transaction Valuation.

¨ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Amount Previously Paid:	Not applicable	Filing Party:	Not applicable
Form or Registration No.:	Not applicable	Date Filed:	Not applicable

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which this statement relates:

¨ third party tender offer subject to Rule 14d-1

x issuer tender offer subject to Rule 13e-4

¨ going-private transaction subject to Rule 13e-3

¨ amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer.

ITEMS 1 THROUGH 9 AND ITEM 11

This Issuer Tender Offer Statement on Schedule TO relates to an offer by LMP Corporate Loan Fund Inc., a Maryland corporation (the “Fund”), to purchase for cash up to 100% of the Fund’s outstanding shares of Auction Rate Cumulative Preferred Stock, Series A and Series B, par value $0.001 per share (the “Preferred Stock”), at 90% of the liquidation preference of $25,000 per share (or $22,500 per share), plus any unpaid dividends accrued through the termination date of this tender offer, upon the terms and subject to the conditions contained in the Offer to Purchase dated May 26, 2015 and the related Letter of Transmittal which are filed as exhibits to this Schedule TO. The information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference with respect to Items 1 through 9 and Item 11 of this Schedule TO.

ITEM 10. FINANCIAL STATEMENTS

(a) The information set forth in the Offer to Purchase under Section 8 (“Selected Financial Information”) is incorporated herein by reference.

(b) Not applicable.

ITEM 12. EXHIBITS

EXHIBIT NO.	DESCRIPTION
(a)(1)(i)	Offer to Purchase, dated May 26, 2015
(a)(1)(ii)	Form of Letter of Transmittal
(a)(1)(iii)	Form of Notice of Guaranteed Delivery
(a)(1)(iv)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(v)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(vi)	Form of Notice of Withdrawal
(a)(2)	None.
(a)(3)	Not Applicable
(a)(4)	Not Applicable
(b)(1)	Credit Agreement with State Street Bank and Trust Company
(b)(2)	Form of Eighth Amendment to Credit Agreement with State Street Bank and Trust Company
(d)	None
(e)	None
(g)	None
(h)	None

ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3

Not Applicable.

2

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

LMP CORPORATE LOAN FUND INC.
By:	/s/ Kenneth D. Fuller
	Name: Kenneth D. Fuller
	Title: Chairman, President and Chief Executive Officer
Dated: May 26, 2015

EXHIBIT INDEX

EXHIBIT NO.	DESCRIPTION
(a)(1)(i)	Offer to Purchase, dated May 26, 2015
(a)(1)(ii)	Form of Letter of Transmittal
(a)(1)(iii)	Form of Notice of Guaranteed Delivery
(a)(1)(iv)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(v)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(vi)	Form of Notice of Withdrawal
(b)(1)	Credit Agreement with State Street Bank and Trust Company
(b)(2)	Form of Amendment to Credit Agreement with State Street Bank and Trust Company

EX-99.(A)(1)(I)

Exhibit (a)(1)(i)

THE OFFER TO PURCHASE

LMP CORPORATE LOAN FUND INC. (THE “FUND”)

DATED MAY 26, 2015

OFFER TO PURCHASE FOR CASH UP TO 100% OF THE FUND’S OUTSTANDING AUCTION RATE CUMULATIVE PREFERRED STOCK, SERIES A AND SERIES B

(THE “PREFERRED STOCK”) AT 90% OF THE LIQUIDATION PREFERENCE OF $25,000 PER SHARE (OR $22,500 PER SHARE), PLUS ANY UNPAID DIVIDENDS ACCRUED THROUGH THE TERMINATION DATE

THE OFFER WILL TERMINATE AT 5:00 PM NEW YORK CITY TIME ON JUNE 23, 2015, UNLESS THE OFFER IS EXTENDED.

THIS OFFER TO PURCHASE AND THE ACCOMPANYING LETTER OF TRANSMITTAL (WHICH, TOGETHER WITH ANY AMENDMENTS OR SUPPLEMENTS THERETO, COLLECTIVELY CONSTITUTE THE “OFFER”) IS BEING MADE TO ALL PREFERRED STOCKHOLDERS AND IS CONDITIONED ON AN INCREASE TO THE FUND’S EXISTING CREDIT FACILITY WITH STATE STREET BANK AND TRUST COMPANY, AND CERTAIN OTHER CONDITIONS.

NONE OF THE FUND, ITS BOARD OF DIRECTORS OR LEGG MASON PARTNERS FUND ADVISOR, LLC (“LMPFA”), THE FUND’S INVESTMENT MANAGER, MAKES ANY RECOMMENDATION AS TO WHETHER OR NOT TO TENDER SHARES IN THE OFFER. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED HEREIN AND IN THE LETTER OF TRANSMITTAL, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MAY NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND, ITS BOARD OF DIRECTORS OR LMPFA. THE FUND HAS BEEN ADVISED THAT NO DIRECTOR OR OFFICER OF THE FUND INTENDS TO TENDER ANY SHARES PURSUANT TO THE OFFER.

THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED ON THE FAIRNESS OR MERITS OF SUCH TRANSACTION OR ON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

IMPORTANT

Any holder (“Preferred Stockholder”) of the Fund’s Preferred Stock desiring to tender any portion of such holder’s Preferred Stock to the Fund should deliver such Preferred Stock pursuant to the procedures for book-entry transfers set forth in Section 3 of this Offer prior to the termination date of the tender offer. If your Preferred Stock is registered in the name of a broker, dealer, commercial bank, trust company or other nominee, contact the nominee and have the nominee tender your Preferred Stock for you. The Fund reserves the absolute right to reject Preferred Stock determined not to be tendered in appropriate form.

If you want to tender your Preferred Stock and your Preferred Stock is not immediately available, or you cannot comply with the procedures for book-entry transfers described in this Offer on a timely basis, you may tender such Preferred Stock by following the procedures for guaranteed delivery set forth in Section 3 of this Offer to Purchase. The Fund may reject any tender not fully in compliance with these procedures.

Questions about how to tender your Preferred Stock and requests for additional copies of this Offer to Purchase and the Letter of Transmittal may be directed to Deutsche Bank Trust Company Americas (the “Information Agent”) in the manner set forth on the last page of this Offer to Purchase.

To tender your Preferred Stock, you must follow the procedures described in this Offer to Purchase, the letter of transmittal and the other documents related to the Offer. If you do not wish to tender your Preferred Stock, you need not take any action.

THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION, AND YOU SHOULD CAREFULLY READ BOTH IN THEIR ENTIRETY BEFORE YOU MAKE A DECISION WITH RESPECT TO THE OFFER.

May 26, 2015

2

Table of Contents

		Page
Summary Term Sheet			1
Introduction			5
1.	Terms of the Offer; Extension of the Offer; Amendment; Termination Date		6
2.	Acceptance for Payment and Payment for Preferred Stock		7
3.	Procedure for Tendering Preferred Stock		7
4.	Rights of Withdrawal		10
5.	Source and Amount of Funds; Effect of the Offer		10
6.	Purpose of the Offer		11
7.	Federal Income Tax Consequences of the Offer		12
8.	Selected Financial Information		15
9.	Certain Information Concerning the Fund, the Investment Manager and the Subadviser		15
10.	Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Preferred Stock		15
11.	Certain Legal Matters; Regulatory Approvals		16
12.	Certain Conditions to the Offer		17
13.	Fees and Expenses		17
14.	Miscellaneous		18
15.	Contactingthe Depositary and the Information Agent		18

i

SUMMARY TERM SHEET

SECURITIES SOUGHT	Up to 100% of the Fund’s Auction Rate Cumulative Preferred Stock, Series A and Series B
PRICE OFFERED PER SHARE	90% of the liquidation preference of $25,000 per share (or $22,500 per share), plus any unpaid dividends accrued through 5:00 p.m., New York City time, on June 23, 2015
SCHEDULED TERMINATION DATE	June 23, 2015
PURCHASER	LMP Corporate Loan Fund Inc. This is an issuer tender offer.

The following are some of the questions that you may have and answers to those questions. You should carefully read this Offer to Purchase and the Fund’s Letter of Transmittal in their entirety because the information in this summary term sheet is not complete and additional important information is contained in the Offer.

What is the Offer?

The Board of Directors of LMP Corporate Loan Fund Inc. (the “Fund”) has authorized the Fund to conduct a tender offer to purchase for cash up to 100% of the Fund’s Auction Rate Cumulative Preferred Stock, Series A and Series B, par value $0.001 per share (the “Preferred Stock”), at 90% of the liquidation preference of $25,000 per share (or $22,500 per share), plus any unpaid dividends accrued through 5:00 p.m., New York City time, on June 23, 2015, or such later date to which the Offer is extended (the “Termination Date”), upon specified terms and subject to (i) an increase to the Fund’s existing credit facility with State Street Bank and Trust Company (“State Street”) and (ii) certain other conditions as set forth in the tender offer documents. The Preferred Stock is not listed on any securities exchange and there is no established trading market for the Preferred Stock.

Why is the Fund making the Offer?

The Offer is being made in connection with a proposal to refinance the Fund’s current leverage represented by the outstanding Preferred Stock. The Fund uses leverage to seek to enhance the distributions and investment return available over time to the Fund’s common stockholders by seeking to earn a rate of portfolio return (which includes the return related to investments made with proceeds from leverage) that exceeds the leverage costs. Consistent with patterns in the broader market for auction rate securities, beginning in mid-February 2008, each auction of the Preferred Stock has not attracted sufficient clearing bids for there to be a successful auction and the Fund believes that such auctions are unlikely to re-start in the near future, if at all. A failed auction is not a default on or loss of capital of the Preferred Stock, and in the case of a failed auction, the Fund continues to pay dividends, but at the specified maximum rate rather than at a market clearing rate. However, as a result of the failed auctions, holders of the Preferred Stock who desire to sell their Preferred Stock have been unable to do so in the auction process. The Fund also believes that no well-established secondary market for auction rate securities exists today.

In light of the continued auction failures and the general market conditions for auction rate preferred stock, Legg Mason Partners Fund Advisor, LLC (“LMPFA”), the Fund’s investment manager, evaluated alternative leverage solutions it believes would provide liquidity for the holders of the Preferred Stock and also be in the best interests of the Fund’s common stockholders and the Fund as a whole. In May 2015, the Board of Directors of the Fund approved a proposal presented by LMPFA to refinance the Fund’s current leverage by (i) conducting the Offer for the Preferred Stock at a discounted price and (ii) increasing the Fund’s existing credit facility with State Street.

1

None of the Fund, its Board of Directors or LMPFA has made any recommendation to any stockholder as to whether to tender or refrain from tendering Preferred Stock. Stockholders are urged to evaluate carefully all information in the tender offer documents, consult their own investment and tax advisers and make their own decisions whether to tender or refrain from tendering their Preferred Stock.

Are there conditions to the Offer?

The Offer is conditioned upon an increase to the Fund’s existing credit facility with State Street as described in Section 5 of this Offer to Purchase. The Offer is also subject to certain other conditions as described in Section 12 of this Offer to Purchase.

When will the Offer terminate, and may the offer be extended?

The Offer will terminate at 5:00 p.m., New York City time, on June 23, 2015, unless extended. The Fund may extend the period of time the Offer will be open by issuing a press release or making some other public announcement by no later than 9:00 a.m. New York City time on the next business day after the Offer otherwise would have terminated. See Section 1 of this Offer to Purchase.

If you hold your Preferred Stock directly, you have until the termination of the Offer to decide whether to tender your Preferred Stock in the Offer. If your Preferred Stock is registered in the name of your broker or other Nominee Holder (as defined below), you may need to decide whether to tender your Preferred Stock in the Offer before the Termination Date in order to allow such Nominee Holder time to tender your Preferred Stock. You should consult your broker or other Nominee Holder to determine if there is an earlier deadline by which you must inform such Nominee Holder of any decision to tender your Preferred Stock and provide to such Nominee Holder any other required materials.

How do I tender my Preferred Stock?

To tender your Preferred Stock in the Offer, you must deliver the Preferred Stock to Deutsche Bank Trust Company Americas (the “Depositary”) not later than the time the Offer terminates. If your Preferred Stock is held in street name by your broker or other Nominee Holder, such nominee can tender your Preferred Stock through The Depository Trust Company. See Section 3 of this Offer, which describes procedures for tendering your Preferred Stock.

Is there any cost to me to tender?

No fees or commission will be payable to the Fund in connection with the Offer. However, if you own Preferred Stock through a broker or other Nominee Holder, and your broker or other Nominee Holder tenders your Preferred Stock on your behalf, your broker or other Nominee Holder may charge you a fee for doing so. You should consult your broker or other Nominee Holder to determine whether any charges will apply.

May I withdraw my Preferred Stock after I have tendered and, if so, by when?

Yes, you may withdraw your Preferred Stock at any time prior to the Termination Date. If your Preferred Stock is registered in the name of your broker of other Nominee Holder, contact that Nominee Holder to withdraw your tendered Preferred Stock. You may need to allow such Nominee Holder additional time to withdraw your tendered Preferred Stock. You should consult your broker or other Nominee Holder to determine if there is an earlier deadline by which you must inform such Nominee Holder of any decision to withdraw your tendered Preferred Stock.

A withdrawal may not be rescinded, but withdrawn Preferred Stock may be re-tendered by following the tender procedures before the Offer terminates (including any extension period). See Section 3 of this Offer to Purchase.

2

How do I withdraw previously tendered Preferred Stock?

A notice of withdrawal of tendered Preferred Stock must be timely received by the Depositary, and must specify the name of the Preferred Stockholder who tendered the Preferred Stock and the number of shares of Preferred Stock being withdrawn (which must be all of the Preferred Stock tendered). See Section 4 of this Offer to Purchase.

May I place any condition on my tender of Preferred Stock?

No.

Is there a limit on the number of shares of Preferred Stock I may tender?

No.

Must I tender all of my Preferred Stock for repurchase?

No. You may tender for repurchase all or part of the Preferred Stock you own.

Does the Fund have the financial resources to make payment?

Assuming the Fund purchases 100% of its outstanding Preferred Stock at 90% of the liquidation preference of $25,000 per share (or $22,500 per share), the total cost, not including fees and expenses incurred in connection with the Offer, will be approximately $31,500,000, plus any unpaid dividends accrued through the Termination Date. The Fund intends to draw down from the Fund’s amended credit facility with State Street and/or use cash on hand or sell securities in the Fund’s investment portfolio to pay the purchase price for Preferred Stock tendered and accepted for payment. See Section 5 of this Offer to Purchase.

Is my sale of Preferred Stock in the Offer a taxable transaction for U.S. federal income tax purposes?

For most Preferred Stockholders, yes. The sale of Preferred Stock pursuant to the tender offer by U.S. Preferred Stockholders (as defined in Section 7), other than those who are tax-exempt, will be a taxable transaction for U.S. federal income tax purposes, either as a sale or exchange, or, under certain circumstances, as a dividend. See Section 7 of this Offer to Purchase for a more detailed discussion of certain U.S. federal income tax consequences. Preferred Stockholders are advised to consult their own tax advisors.

Is the Fund required to complete the Offer and purchase all Preferred Stock tendered?

There are certain circumstances in which the Fund will not be required to purchase any Preferred Stock tendered as described in Section 12 of this Offer to Purchase.

Is there any reason Preferred Stock tendered will not be accepted?

In addition to those circumstances described in Section 12 of this Offer to Purchase in which the Fund is not required to accept tendered Preferred Stock, the Fund has reserved the right to reject any and all tenders determined by it not to be in appropriate form.

If Preferred Stock I tender is accepted by the Fund, how and when will payment be made?

If accepted for payment, the Fund will pay for all validly tendered and not withdrawn Preferred Stock promptly after the Termination Date for the Offer. The Fund will pay for your validly tendered and not withdrawn Preferred Stock in U.S. dollars by depositing the purchase price with the Depositary, which will act as

3

your agent for the purpose of receiving payments from us and transmitting such payments to you. In all cases, payment for tendered Preferred Stock will be made only after timely receipt by the Depositary of the Preferred Stock, confirmation of a book-entry transfer of such Preferred Stock and any other required documents as described in Section 3 of this Offer to Purchase.

What action need I take if I decide not to tender my Preferred Stock?

None.

If I decide not to tender my Preferred Stock in the Offer, how will the Offer affect my Preferred Stock?

If you decide not to tender your Preferred Stock, you will still own the same number of shares of Preferred Stock, and the terms of the Preferred Stock will remain the same. The Preferred Stock is not listed on any securities exchange and there is no established trading market for the Preferred Stock. Since mid-February 2008, the periodic auctions for the Preferred Stock have consistently “failed” because of insufficient demand (bids to buy shares) to meet the supply (shares offered for sale) at each auction. As a result, holders desiring to sell their Preferred Stock through auctions have been, and in the future may be, unable to do so and, even if they can sell their Preferred Stock, may only be able to sell at a substantial discount to the liquidation preference of Preferred Stock outside of the auction process. If you do not tender your Preferred Stock, the Fund cannot assure you that you will be able to sell your Preferred Stock in the future; you may be forced to hold the Preferred Stock indefinitely or you may have to sell your Preferred Stock at a more significant discount to their liquidation preference of $25,000 per share.

However, the purchase price of the Preferred Stock reflects a 10% discount to the liquidation preference of $25,000 per share of Preferred Stock. As a result, Preferred Stockholders who tender their Preferred Stock for purchase by the Fund pursuant to this Offer will realize less than they are entitled to receive upon a liquidation of the Fund (to the extent assets are available in such liquidation). In addition, in the event the Fund were to effect a redemption of Preferred Stock pursuant to its terms, the Fund would be required to pay a redemption price per share equal to the sum of $25,000 plus an amount equal to accumulated but unpaid dividends thereon (whether or not earned or declared) to (but not including) the date fixed for redemption.

How do I obtain additional information?

If you own Preferred Stock through a broker or other Nominee Holder, you can call your broker or other Nominee Holder. Requests for additional copies of the Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery, the Notice of Withdrawal and all other tender offer documents should be directed to Deutsche Bank Trust Company Americas (the “Information Agent”), toll free at (877) 843-9767. Questions about how to tender your Preferred Stock should be directed to the Information Agent.

4

TO THE PREFERRED STOCKHOLDERS OF LMP CORPORATE LOAN FUND INC.

INTRODUCTION

LMP Corporate Loan Fund Inc., a Maryland corporation (the “Fund”) registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a closed-end, non-diversified management investment company, hereby offers to purchase for cash up to 100% of its shares of Auction Rate Cumulative Preferred Stock, Series A and Series B, par value $0.001 per share (the “Preferred Stock”), at 90% of the liquidation preference of $25,000 per share (or $22,500 per share), plus any unpaid dividends accrued through on or prior to 5:00 p.m., New York City time, on June 23, 2015, or such later date to which the Offer is extended (the “Termination Date”), upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which together constitute the “Offer”). The depositary for the Offer is Deutsche Bank Trust Company Americas (the “Depositary”). The Fund has provided materials for the Offer to record holders on or about May 26, 2015.

THIS OFFER IS BEING EXTENDED TO ALL PREFERRED STOCKHOLDERS OF THE FUND AND IS CONDITIONED UPON AN INCREASE TO THE FUND’S EXISTING CREDIT FACILITY WITH STATE STREET BANK AND TRUST COMPANY (“STATE STREET”), AND CERTAIN OTHER CONDITIONS AS OUTLINED HEREIN AND IN THE LETTER OF TRANSMITTAL. SEE SECTION 12 OF THIS OFFER TO PURCHASE.

NONE OF THE FUND, ITS BOARD OF DIRECTORS OR LEGG MASON PARTNERS FUND ADVISOR, LLC (“LMPFA”), THE FUND’S INVESTMENT MANAGER, MAKES ANY RECOMMENDATION AS TO WHETHER OR NOT TO TENDER SHARES IN THE OFFER. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED HEREIN AND IN THE LETTER OF TRANSMITTAL, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MAY NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND, ITS BOARD OF DIRECTORS OR LMPFA. THE FUND HAS BEEN ADVISED THAT NO DIRECTOR OR OFFICER OF THE FUND INTENDS TO TENDER ANY PREFERRED STOCK PURSUANT TO THE OFFER.

THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED ON THE FAIRNESS OR MERITS OF SUCH TRANSACTION OR ON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

As of the date of this Offer to Purchase, there were 1,400 shares of Preferred Stock issued and outstanding.

No fees or commission will be payable to the Fund in connection with the Offer. However, if you own Preferred Stock through a broker, dealer, commercial bank, trust company or other nominee (“Nominee Holder”), and your broker or other Nominee Holder tenders your Preferred Stock on your behalf, your broker or other Nominee Holder may charge you a fee for doing so. You should consult your broker or other Nominee Holder to determine whether any charges will apply.

Any Preferred Stock acquired by the Fund pursuant to the Offer will be retired automatically and will have the status of unissued shares. Tendering Preferred Stockholders may be obligated to pay brokerage fees or commissions or, subject to the Instructions to the Letter of Transmittal, transfer taxes on the purchase of Preferred Stock by the Fund.

THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION, AND YOU SHOULD CAREFULLY READ BOTH IN THEIR ENTIRETY BEFORE YOU MAKE A DECISION WITH RESPECT TO THE OFFER.

5

1. Terms of the Offer; Extension of the Offer; Amendment; Termination Date. Upon the terms and subject to the conditions set forth in the Offer, the Fund will accept for payment, and pay for, up to 100% of the Fund’s outstanding Preferred Stock validly tendered on or prior to 5:00 p.m., New York City time, on June 23, 2015, or such later date to which the Offer is extended (the “Termination Date”) and not withdrawn as permitted by Section 4.

The price to be paid for the Preferred Stock is an amount per share, net to the seller in cash, equal to 90% of the liquidation preference of $25,000 per share (or $22,500 per share), plus any unpaid dividends accrued through the Termination Date. Under no circumstances will interest be paid on the offer price for tendered Preferred Stock, regardless of any extension of or amendment to the Offer or any delay in paying for such Preferred Stock.

The Fund expressly reserves the right, in its sole and absolute discretion, at any time or from time to time, to extend the period of time during which the Offer is open by making a public announcement therefor. Any such announcement will be made no later than 9:00 a.m. New York City time on the next business day after the previously scheduled Termination Date. During the extension, all Preferred Stock previously tendered and not withdrawn will remain subject to the Offer, subject to the right of a tendering Preferred Stockholder to withdraw his or her Preferred Stock.

The Fund also reserves the right, at any time and from time to time up to and including the Termination Date, to (a) upon the occurrence or non-occurrence, as applicable, of any of the conditions specified in Section 12 of this Offer to Purchase, the Fund may (i) terminate its Offer and not purchase or pay for any Preferred Stock or, (ii) subject to applicable law, postpone payment for Preferred Stock; and (b) amend its Offer in any respect by making a public announcement thereof, as described above. Without limiting the manner in which the Fund may choose to make a public announcement of extension, termination or amendment, except as provided by applicable law, the Fund shall have no obligation to publish, advertise or otherwise communicate any such public announcement.

If the Fund materially changes the terms of its Offer or the information concerning its Offer, or if it waives a material condition of its Offer, the Fund will extend its Offer to the extent required by rules promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These rules require that the minimum period during which the Offer must remain open following material changes in the terms of the offer or information concerning the offer (other than a change in price or a change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of such terms or information. If (i) the Fund increases or decreases the price to be paid for Preferred Stock, or the Fund decreases the number of shares of Preferred Stock being sought and (ii) its Offer is scheduled to terminate at any time earlier than the termination of a period ending on the tenth business day from, and including, the date that notice of such increase or decrease is first published, sent or given, its Offer will be extended at least until the termination of such period of ten business days.

When considering whether to tender Preferred Stock, Preferred Stockholders should be aware that the payment received pursuant to the Offer will be less than the amount that Preferred Stockholders would be entitled to receive upon redemption of such Preferred Stock under the terms of the Preferred Stock or upon a liquidation of the Fund (to the extent assets are available in such liquidation).

The Fund’s offer is being made to all of the Fund’s Preferred Stockholders. The Fund’s Offer is conditioned on (i) an increase to the Fund’s existing credit facility with State Street and (ii) certain other conditions as set forth in the Offer. See Section 12 of this Offer to Purchase for additional information about the conditions of this Offer.

Subject to the terms and conditions of the Offer, the Fund will pay the consideration offered or return the tendered securities promptly after the termination or withdrawal of the Offer in accordance with the terms as set forth in Section 2 below. Any extension, delay or termination will be followed as promptly as practicable by notification thereof.

6

2. Acceptance for Payment and Payment for Preferred Stock. Upon the terms and subject to the conditions of the Offer, the Fund will accept for payment, and will pay cash for, Preferred Stock validly tendered on or before the Termination Date, and not properly withdrawn in accordance with Section 4, promptly after the Termination Date in accordance with the procedures set forth below. In all cases, payment for Preferred Stock tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of confirmation of a book-entry transfer of such Preferred Stock and any other required documents as described in Section 3 of this Offer to Purchase. The Fund expressly reserves the right, in its sole and absolute discretion, to delay the acceptance for payment of, or payment for, Preferred Stock, in order to comply, in whole or in part, with any applicable law.

For purposes of the Offer, the Fund will be deemed to have accepted for payment Preferred Stock validly tendered and not properly withdrawn in accordance with Section 4, if and when it gives or causes to be given oral or written notice to the Depositary of its acceptance for payment of such Preferred Stock pursuant to the Offer. Payment for Preferred Stock accepted for payment pursuant to the Offer will be made by deposit of the aggregate purchase price therefor with the Depositary, which will act as agent for the tendering Preferred Stockholders for purposes of receiving payments from the Fund and transmitting such payments to the tendering Preferred Stockholders. Under no circumstances will interest on the purchase price for Preferred Stock be paid, regardless of any delay in making such payment. If the Fund increases the consideration to be paid for Preferred Stock pursuant to its Offer, the Fund will pay such increased consideration for all Preferred Stock purchased pursuant to this Offer.

If any tendered Preferred Stock is not accepted for payment pursuant to the terms and conditions of the Offer for any reason, or is not accepted because of an invalid tender, such unpurchased Preferred Stock will be returned via credit to an account maintained at the Book-Entry Transfer Facility (as defined below), without expense to you, or to other persons at your discretion, as promptly as practicable following the termination of the Offer.

The purchase price of the Preferred Stock is an amount per share, net to the seller in cash, equal to 90% of the liquidation preference of $25,000 per share (or $22,500 per share), plus any unpaid dividends accrued through the Termination Date. If you own Preferred Stock through a broker or other Nominee Holder, and your broker or other Nominee Holder tenders your Preferred Stock on your behalf, your broker or other Nominee Holder may charge you a fee for doing so. You should consult your broker or other Nominee Holder to determine whether any charges will apply. Under the circumstances set forth in the instruction to the Letter of Transmittal, Preferred Stockholders may be subject to transfer taxes on the purchase of Preferred Stock by the Fund.

3. Procedure for Tendering Preferred Stock. To tender Preferred Stock pursuant to the Offer, either (i) in the case you hold the Preferred Stock in book-entry form, you must comply with The Depository Trust Company’s Automated Tender Offer Program (“ATOP”) procedures in which the Depositary must receive delivery of such Preferred Stock pursuant to the procedures for book-entry transfer described below (and a timely confirmation of such delivery into its account at The Depository Trust Company through ATOP along with an Agent’s Message (as defined below)) by the Termination Date, (ii) in the case you hold physical certificates evidencing the Preferred Stock, you must deliver a properly completed and duly executed Letter of Transmittal to the Depositary, together with any required signature guarantees, or (iii) the guaranteed delivery procedures described below must be complied with.

Preferred Stockholders whose Preferred Stock is registered in the name of a broker or other Nominee Holder should contact such Nominee Holder if they desire to tender their Preferred Stock. Such Preferred Stockholders may need to inform their brokers or other Nominee Holders of any decision to tender Preferred Stock, and deliver any required materials, before 5:00 p.m., New York City time, on the Termination Date. You should consult your broker or other Nominee Holder to determine when you would need to inform such Nominee Holder of any decision to tender Preferred Stock and to deliver any required materials to them in order to tender your Preferred Stock.

7

Participants in the ATOP program must electronically transmit their acceptance of the Offer by causing The Depository Trust Company to transfer the Preferred Stock to the Depositary in accordance with ATOP procedures for transfer. The Depository Trust Company will then send an Agent’s Message to the Depositary.

Book-Entry Delivery. The Depositary will make a request to establish an account with respect to the Preferred Stock at The Depository Trust Company (the “Book-Entry Transfer Facility”) for purposes of the Offer promptly after the date of this Offer, and any financial institution that is a participant in the system of the Book-Entry Transfer Facility may make book-entry delivery of Preferred Stock by causing the Book-Entry Transfer Facility to transfer such Preferred Stock into the Depositary’s account at the Book-Entry Transfer Facility in accordance with the procedures of the Book-Entry Transfer Facility. However, although delivery of Preferred Stock may be effected through book-entry transfer, an Agent’s Message and any other required documents must, in any case, be received by the Depositary at its address set forth on the back cover of the Offer to Purchase by the Termination Date, or the guaranteed delivery procedure described below must be complied with. Delivery of any other required documents to the Book-Entry Transfer Facility does not constitute delivery to the Depositary. “Agent’s Message” means a message, transmitted by the Book-Entry Transfer Facility to, and received by, the Depositary and forming a part of a book-entry confirmation which states that (1) the Book-Entry Transfer Facility has received an express acknowledgment from the participant in its ATOP that is tendering the Preferred Stock that are the subject of such book-entry confirmation, (2) the participant has received, and agrees to be bound by, the terms of the Offer and (3) the Fund may enforce such agreement against such participant. Delivery of an Agent’s Message will also constitute an acknowledgment from the tendering participant that the representations described in this Offer are true and correct.

Guaranteed Delivery. If a Preferred Stockholder wishes to tender Preferred Stock pursuant to the Offer and cannot deliver such Preferred Stock and all other required documents to the Depositary by the Termination Date, or cannot complete the procedure for delivery by book-entry transfer on a timely basis, the Preferred Stockholder may nevertheless tender such Preferred Stock if all of the following conditions are met:

(i) for Preferred Stock held in street name, such tender is made by or through an eligible institution;

(ii) a properly completed and duly executed Notice of Guaranteed Delivery in the form provided by the Fund is received by the Depositary (as provided below) by the Termination Date; and

(iii) an Agent’s Message or a properly completed and duly executed letter of transmittal (or facsimile thereof) with any required signature guarantee and any other documents required by the letter of transmittal and, for Preferred Stock held in street name, confirmation of a book-entry transfer of such Preferred Stock into the Depositary’s account at the Book-Entry Transfer Facility, are received by the Depositary within three New York Stock Exchange (“NYSE”) trading days after the date of execution of the Notice of Guaranteed Delivery.

The Notice of Guaranteed Delivery may be delivered by hand or mail to the Depositary and must include a guarantee by an eligible institution in the form set forth in such Notice. The method of delivery of Preferred Stock and all other required documents, including through the Book-Entry Transfer Facility, is at your option and risk and the delivery will be deemed made only when actually received by the Depositary. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

Backup Federal Income Tax Withholding. Backup withholding tax will be imposed on the gross proceeds paid to a tendering U.S. Preferred Stockholder (as defined in Section 7) unless the U.S. Preferred Stockholder provides such U.S. Preferred Stockholder’s taxpayer identification number (employer identification number or social security number) to the Depositary, certifies as to no loss of exemption from backup withholding and complies with applicable requirements of the backup withholding rules, or such U.S. Preferred Stockholder is otherwise exempt from backup withholding. Therefore, each tendering U.S. Preferred Stockholder should complete and sign the Internal Revenue Service (“IRS”) Form W-9 included as part of the Letter of Transmittal

8

so as to provide the information and certification necessary to avoid backup withholding, unless such U.S. Preferred Stockholder otherwise establishes to the satisfaction of the Depositary that such U.S. Preferred Stockholder is not subject to backup withholding. Certain U.S. Preferred Stockholders (including, among others, most corporations) are not subject to these backup withholding requirements. In addition, Non-U.S. Preferred Stockholders (as defined in Section 7) are subject to these withholding requirements. In order for a Non-U.S. Preferred Stockholder to qualify as an exempt recipient, that Non-U.S. Preferred Stockholder must submit an applicable IRS Form W-8 (generally, an IRS Form W-8BEN, W-8BEN-E or W-8ECI). Such statements can be obtained from the Depositary.

To prevent backup U.S. federal income tax withholding, each U.S. Preferred Stockholder who does not otherwise establish an exemption from such withholding must provide the Depositary with the U.S. Preferred Stockholder’s correct taxpayer identification number and provide certain other information by completing the IRS Form W-9 included in the Letter of Transmittal.

For a discussion of certain federal income tax consequences to tendering U.S. Preferred Stockholders, see Section 7.

All questions as to the validity, form, eligibility (including time of receipt), payment and acceptance for payment of any tender of Preferred Stock will be determined by the Fund in its sole and absolute discretion, which determination shall be final and binding. The Fund reserves the absolute right to reject any and all tenders of Preferred Stock it determines not to be in proper form or the acceptance for payment of which may, in the opinion of its counsel, be unlawful. The Fund also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity in the tender of any Preferred Stock. No tender of Preferred Stock will be deemed to have been validly made until all defects and irregularities have been cured or waived. None of the Fund, LMPFA, the Depositary, the Information Agent or any other person shall be under any duty to give notification of any defects or irregularities in tenders, nor shall any of the foregoing incur any liability for failure to give any such notification. The Fund’s interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and instructions thereto) will be final and binding.

For a Preferred Stockholder that holds Preferred Stock in certificated form and not through Depository Trust Company to validly tender Preferred Stock pursuant to the Offer, a properly completed and duly executed Letter of Transmittal, together with any required signature guarantees, and any other documents required by the Letter of Transmittal, must be transmitted to and received by the Depositary at one of its addresses set forth on the last page of this Offer to Purchase.

Signatures on Letters of Transmittal must be guaranteed by a firm which is a broker, dealer, commercial bank, credit union, savings association or other entity and which is a member in good standing of a stock transfer association’s approved medallion program (such as STAMP, SEMP or MSP) (each, an “Eligible Institution”) unless (i) the Letter of Transmittal is signed by the registered holder of the Preferred Stock tendered or (ii) such Preferred Stock is tendered for the account of an Eligible Institution. In all other cases, all signatures on the Letter of Transmittal must be guaranteed by an Eligible Institution. See Instructions 1 and 10 of the Letter of Transmittal for further information.

Payment for Preferred Stock tendered and accepted for payment pursuant to the Offer will be made, in all cases, only after timely receipt of (i) an Agent’s Message or a properly completed and duly executed Letter of Transmittal (or facsimile thereof) for such Preferred Stock and (ii) any other documents required by the Letter of Transmittal. The tender of Preferred Stock pursuant to any of the procedures described in this Section 3 will constitute an agreement between the tendering Preferred Stockholder and the Fund upon the terms and subject to the conditions of the Offer.

The method of delivery of all required documents is at the election and risk of each tendering Preferred Stockholder. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended.

9

4. Rights of Withdrawal. Tenders of Preferred Stock made pursuant to the Offer may be withdrawn at any time prior to the Termination Date. If your Preferred Stock is registered in the name of your broker or other Nominee Holder, you may need to allow such Nominee Holder additional time to withdraw your tendered Preferred Stock. You should consult your broker or other Nominee Holder to determine if there is an earlier deadline by which you must inform such Nominee Holder of any decision to withdraw your tendered Preferred Stock. After the Termination Date, Preferred Stock may not be withdrawn except as otherwise provided in this section.

To be effective, a written notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the last page of this Offer to Purchase. Any notice of withdrawal must specify the name of the person who tendered such Preferred Stock to be withdrawn, the number of shares of Preferred Stock to be withdrawn and the names in which the Preferred Stock to be withdrawn are registered. Any signature on the notice of withdrawal must be guaranteed by an Eligible Institution. In addition, if the Preferred Stock tendered was held in book-entry form, such notice must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Preferred Stock.

All questions as to the form and validity, including time of receipt, of any notice of withdrawal will be determined by the Fund, in its sole and absolute discretion, which determination shall be final and binding. None of the Fund, LMPFA, the Depositary or any other person shall be under any duty to give notification of any defects or irregularities in any notice of withdrawal, nor shall any of the foregoing incur any liability for failure to give such notification.

Withdrawals may not be rescinded and any Preferred Stock properly withdrawn will be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Preferred Stock may be re-tendered by following the procedures described in Section 3 of this Offer to Purchase at any time prior to the Termination Date.

5. Source and Amount of Funds; Effect of the Offer. If 100% of the outstanding Preferred Stock is purchased pursuant to the Offer, the estimated cost to the Fund, not including fees and expenses incurred in connection with the Offer, will be approximately $31,500,000 plus any unpaid dividends accrued through the Termination Date.

The Fund intends to draw down from the Fund’s amended credit facility, and/or use cash on hand and proceeds from the sale of securities in the Fund’s investment portfolio to pay the purchase price for Preferred Stock accepted for payment. A conformed copy of the credit facility reflecting all amendments to date as well as a copy of the proposed eighth amendment to the credit facility are included as Exhibits (b)(1) and (b)(2) to the Schedule TO relating to this Offer. The credit facility (as amended by the eighth amendment) would allow the Fund, subject to the terms and conditions therein, to borrow cash from State Street up to a limit of $65,000,000 for the purpose of purchasing in this Offer, in whole or in part, the Fund’s outstanding Preferred Stock, to leverage the Fund’s investment portfolio and for temporary liquidity needs. The applicable interest rate (as reflected in the eighth amendment) is at the option of the Fund, and may be (i) the reserved adjusted LIBOR rate for one, two or three month periods (as selected by the Fund) plus an applicable margin of 0.85% or (ii) the higher of (x) the overnight LIBOR rate and (y) the federal funds rate then in effect, in each case, plus 1.05%. In addition, as reflected in the eighth amendment, the Fund will owe State Street a commitment fee ranging from 0.15% to 0.25% on the daily undrawn portion of the credit facility. The credit facility expires on the date that is 270 days after the date of delivery of a termination notice by State Street in accordance with the terms of the credit facility. State Street has the ability to terminate the credit facility following an event of default. The Fund does not have any current plans to finance or repay the credit facility. It is currently expected that the Fund would seek to continually renew or replace the credit facility at the end of its term as long as management believes renewal or replacement is appropriate for the Fund.

It is expected that the draw down from the Fund’s amended credit facility would provide the financing to purchase any tendered Preferred Stock, as well as allow the Fund to maintain its current leverage levels. The cost of leverage to the Fund resulting from the use of the credit facility is expected to vary over time and to differ from, and in many cases to exceed, the cost of leverage associated with the Preferred Stock.

10

The amendment to the credit facility is subject to customary closing conditions. The Fund does not have any alternative financing arrangements or alternative financing plans in the event the amendment fails to close.

Purchase Price in the Offer is Less than Liquidation Preference. The purchase price of the Preferred Stock reflects a 10% discount to the liquidation preference of $25,000 per share of Preferred Stock. As a result, Preferred Stockholders who tender their Preferred Stock for purchase by the Fund pursuant to this Offer will realize less than they are entitled to receive upon a liquidation of the Fund (to the extent assets are available in such liquidation). In addition, in the event the Fund were to effect a redemption of Preferred Stock pursuant to its terms, the Fund would be required to pay a redemption price per share equal to the sum of $25,000 plus an amount equal to accumulated but unpaid dividends thereon (whether or not earned or declared) to (but not including) the date fixed for redemption. The Fund may consider in the future, based upon circumstances existing at such time, what action, if any, to take with respect to any Preferred Stock that remains outstanding after this Offer, including a redemption of such Preferred Stock. The Fund, however, does not currently intend to redeem any Preferred Stock that remain outstanding after the Offer terminates.

Effect on Net Asset Value of Common Stock. Preferred Stockholders should note that the Offer is expected to result in accretion to the net asset value of the Fund’s shares of common stock, par value $0.001 (the “Common Stock”) following the Offer, because the tender price represents a 10% discount to the liquidation preference of $25,000 for each share of Preferred Stock, which is the amount a Preferred Stockholder would be entitled to receive, after payment of the Fund’s liabilities, in the event of a liquidation of the Fund (to the extent assets are available). In addition, the price to be paid in the Offer represents a discount to the amount payable upon a redemption of the Preferred Stock pursuant to its terms.

The Fund is required by law to pay for tendered Preferred Stock it accepts for payment promptly after the Termination Date of its Offer. Because the Fund will not know the number of Preferred Stock tendered until the Termination Date, the Fund will not know until the Termination Date the amount of cash required to pay for such Preferred Stock. If, on or prior to the Termination Date, the Fund does not have, or believes it is unlikely to have, sufficient cash to pay for all Preferred Stock tendered, it may extend its Offer to allow additional time to raise sufficient cash.

Lack of Market for Preferred Stock. The Preferred Stock is not listed and does not trade on any securities exchange. Therefore, no trading market for the Preferred Stock has been established outside the auction process and no price history is available. In addition, since mid-February 2008, the auctions for the Preferred Stock have failed.

The number of shares of Preferred Stock outstanding subsequent to completion of the Offer will depend on the number of shares of Preferred Stock tendered and purchased in the Offer. Any Preferred Stock not tendered pursuant to the Offer will remain issued and outstanding until repurchased or redeemed by the Fund. Although it has no current plan to do so, if at some future point the Fund were to redeem the Preferred Stock in accordance with its terms, it would be required to pay the sum of the full liquidation preference of $25,000 per share plus an amount equal to accumulated but unpaid dividends thereon (whether or not earned or declared) to (but not including) the date fixed for redemption. As described above, there have not been sufficient clearing bids in the recent auctions to effect transfers of the Preferred Stock and there can be no assurance that there will be future liquidity for the Preferred Stock. In making any decision as to whether to effect a redemption of any Preferred Stock remaining outstanding following the consummation of the Offer, the Fund will take into account the particular facts and circumstances that may then exist, including its then current financial position and liquidity, the market for the investments held by the Fund, the distribution rate on the Preferred Stock and such other factors as the Fund deems relevant.

6. Purpose of the Offer. The purpose of the Offer is to provide liquidity for Preferred Stockholders and provide a benefit to the Fund and its holders of Common Stock (the “Common Stockholders”).

11

The Fund issued the Preferred Stock for purposes of investment leverage to augment the amount of investment capital available for use in the pursuit of the Fund’s investment objective. Through the use of leverage, the Fund, similar to other closed-end funds, sought to enhance the distributions and investment return available over time to the Common Stockholders by earning a rate of portfolio return (which includes the return related to investments made with the proceeds from leverage) that exceeds the leverage cost, typically over the long term.

Under market conditions as they existed prior to the first quarter of 2008, distribution rates on the Preferred Stock for each rate period generally were set at the market clearing rate determined through an auction process maintained and administered by unaffiliated broker-dealers that brought together bidders, who sought to buy Preferred Stock, and holders of Preferred Stock, who sought to sell their Preferred Stock. The terms of the Preferred Stock generally provide that, if an auction fails to establish a market clearing rate (because of an imbalance of sell orders over bids), the distribution payment rate over the next distribution period is set at the “Maximum Rate” and holders will continue to hold their Preferred Stock. As a result, in a failed auction, holders of Preferred Stock who desire to sell their Preferred Stock are unable to do so. A failed auction is not a default under the terms of the Preferred Stock. In the case of a failed auction, the Fund continues to pay distributions, but at the specified Maximum Rate rather than at a market clearing rate.

Consistent with patterns in the broader market for auction rate securities, beginning in mid-February 2008, each auction of the Preferred Stock has not attracted sufficient clearing bids for there to be a successful auction. As a result, the Maximum Rate has been triggered and holders attempting to sell their Preferred Stock through such auctions have been unsuccessful.

The periodic auctions for auction rate securities like the Preferred Stock are not occurring, and the Fund believes that such auctions are unlikely to re-start in the near future, if at all. The Fund also believes that no well-established secondary market for auction rate securities exists today.

The Fund has sought to provide liquidity to Preferred Stockholders and benefit Common Stockholders, without impairing the Fund’s ability to maintain its investment leverage. By offering to purchase the Preferred Stock at a discount and by conditioning the Offer on an increase to the Fund’s existing credit facility with State Street, the Fund believes that it will be able to achieve these objectives.

NONE OF THE FUND, ITS BOARD OF DIRECTORS OR LMPFA MAKES ANY RECOMMENDATION TO ANY PREFERRED STOCKHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING ANY OF SUCH PREFERRED STOCKHOLDER’S SHARES, AND NONE OF SUCH PERSONS HAS AUTHORIZED ANY PERSON TO MAKE ANY SUCH RECOMMENDATION. PREFERRED STOCKHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISORS AND MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES.

7. Federal Income Tax Consequences of the Offer. The following discussion describes certain U.S. federal income tax consequences of tendering Preferred Stock in the Offer. Except where noted, it deals only with Preferred Stock held as capital assets and does not deal with special situations, such as those of dealers in securities or commodities, traders in securities that elect to mark their holdings to market, financial institutions, tax-exempt organizations, insurance companies, U.S. expatriates, persons liable for the alternative minimum tax, persons holding Preferred Stock as a part of a hedging, conversion or constructive sale transaction or a straddle or U.S. Preferred Stockholders whose functional currency is not the U.S. dollar. Furthermore, the discussion below is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations, rulings and judicial decisions thereunder as of the date hereof, and such authorities may be repealed, revoked or modified so as to result in U.S. federal income tax consequences different from those discussed below. Preferred Stockholders should consult their own tax advisors concerning the U.S. federal income tax consequences of participating in the Offer in light of their particular situations as well as any consequences arising under the laws of any other taxing jurisdiction.

12

If a partnership holds Preferred Stock, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding Preferred Stock, you should consult your tax advisors.

As used herein, a “U.S. Preferred Stockholder” means a Preferred Stockholder that is (i) a citizen or individual resident of the U.S., (ii) a corporation (or any other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the U.S. or any state thereof or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source or (iv) a trust if it (x) is subject to the primary supervision of a court within the U.S. and one or more U.S. persons have the authority to control all substantial decisions of the trust or (y) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person. A “Non-U.S. Preferred Stockholder” is a Preferred Stockholder that is neither a U.S. Preferred Stockholder nor a partnership (or any other entity treated as a partnership for U.S. federal income tax purposes).

U.S. Preferred Stockholders. An exchange of Preferred Stock for cash in the Offer will be a taxable transaction for U.S. federal income tax purposes. As a consequence of the exchange, a tendering U.S. Preferred Stockholder will, depending on such U.S. Preferred Stockholder’s particular circumstances, be treated either as recognizing gain or loss from the disposition of the Preferred Stock or as receiving a dividend distribution from the Fund. Under Section 302(b) of the Code, a sale of Preferred Stock pursuant to the Offer generally will be treated as a sale or exchange if the receipt of cash by the U.S. Preferred Stockholder: (a) results in a complete termination of the U.S. Preferred Stockholder’s interest in the Fund or (b) is not essentially equivalent to a dividend with respect to the U.S. Preferred Stockholder. In determining whether either of these tests has been met, Preferred Stock actually owned, as well as Preferred Stock considered to be owned by the U.S. Preferred Stockholder by reason of certain constructive ownership rules set forth in Section 318 of the Code, generally must be taken into account. The sale of Preferred Stock pursuant to the Offer generally will be treated as “not essentially equivalent to a dividend” with respect to a U.S. Preferred Stockholder if the reduction in the U.S. Preferred Stockholder’s proportionate interest in the Fund’s stock as a result of the Fund’s purchase of Preferred Stock constitutes a “meaningful reduction” of the U.S. Preferred Stockholder’s interest.

If any of the above two tests for sale or exchange treatment is met, a U.S. Preferred Stockholder will recognize gain or loss equal to the difference between the price paid by the Fund for the Preferred Stock purchased in the Offer (which price would not include, for these purposes, any amount attributable to unpaid dividends that have been declared and have accrued through the Termination Date, the treatment of which is described below) and the U.S. Preferred Stockholder’s adjusted basis in such Preferred Stock. If such Preferred Stock is held as a capital asset, the gain or loss will be capital gain or loss. Any such capital gain or loss will generally be short-term capital gain or loss if the Preferred Stock has been held for one year or less and long-term capital gain or loss if the Preferred Stock has been held for more than one year. However, any losses realized by a U.S. Preferred Stockholder who has held his or her Preferred Stock for six months or less will be treated as long-term capital losses to the extent of any “capital gain dividends” received (or amounts designated as undistributed capital gains) with respect to such Preferred Stock. The maximum tax rate applicable to capital gains recognized by individuals and other non-corporate taxpayers is (i) the same as the applicable ordinary income rate for short-term capital gains or (ii) 20% for long-term capital gains. The deductibility of capital losses is subject to limitations. To the extent that a U.S. Preferred Stockholder receives any amount attributable to unpaid dividends that have been declared and have accrued through the Termination Date, such amount generally will be treated as a dividend taxable as ordinary income to the extent of such U.S. Preferred Stockholder’s allocable share of the Fund’s current or accumulated earnings and profits, unless the Fund properly designates such dividend as a “capital gain dividend” (taxable at long-term capital gain rates). Such dividend generally will not be eligible for the dividends received deduction allowed to corporations or for the reduced rates applicable to certain qualified dividend income received by non-corporate U.S. Preferred Stockholders.

If the requirements of Section 302(b) of the Code are not met, amounts received by a U.S. Preferred Stockholder who sells Preferred Stock pursuant to the Offer will be treated as a dividend to the extent of such U.S. Preferred Stockholder’s allocable share of the Fund’s current or accumulated earnings and profits. Any such

13

dividend generally will be taxable as ordinary income unless the Fund properly designates such dividend as a “capital gain dividend” (taxable at long-term capital gain rates). Such dividend generally will not be eligible for the dividends received deduction allowed to corporations or for the reduced rates applicable to certain qualified dividend income received by non-corporate U.S. Preferred Stockholders. To the extent that amounts received exceed a U.S. Preferred Stockholder’s allocable share of the Fund’s current and accumulated earnings and profits for a taxable year, the distribution will first be treated as a non-taxable return of capital, causing a reduction in the adjusted basis of such U.S. Preferred Stockholder’s Preferred Stock and any amounts in excess of the U.S. Preferred Stockholder’s adjusted basis will constitute capital gain. Any remaining adjusted basis in the Preferred Stock tendered to the Fund will be transferred to any remaining Preferred Stock held by such U.S. Preferred Stockholder.

Non-U.S. Preferred Stockholders. The U.S. federal income taxation of a Non-U.S. Preferred Stockholder with respect to an exchange of Preferred Stock for cash pursuant to the Offer will depend on the tax characterization of the transaction, determined in the same manner as discussed above for U.S. Preferred Stockholders. Generally, if the exchange is treated as a sale or exchange under Section 302(b) of the Code, any gain realized by a Non-U.S. Preferred Stockholder will not be subject to U.S. federal income tax unless (i) such gain is effectively connected with a trade or business carried on in the U.S. by such Non-U.S. Preferred Stockholder (and, if an income tax treaty applies, is attributable to a U.S. permanent establishment) or (ii) the Non-U.S. Preferred Stockholder is an individual who is physically present in the U.S. for 183 days or more during the taxable year of the sale and certain other conditions are met.

If, however, all or a portion of the proceeds received by a tendering Non-U.S. Preferred Stockholder is treated for U.S. federal income tax purposes as a distribution by the Fund that is a dividend (including any amount attributable to unpaid dividends that have been declared and have accrued through the Termination Date), absent a statutory exemption, the dividend received or deemed received by the Non-U.S. Preferred Stockholder will be subject to a U.S. withholding tax at the rate of 30% (or such lower rate as may be applicable under a tax treaty). Because an applicable withholding agent may not be able to determine if a particular Non-U.S. Preferred Stockholder qualifies for sale or exchange treatment under Section 302(b) of the Code, such agent may withhold U.S. federal income taxes equal to 30% of the gross payments payable to a Non-U.S. Preferred Stockholder unless the agent determines that a reduced rate of withholding is available pursuant to a tax treaty or that an exemption from withholding is applicable because such gross proceeds are effectively connected with the conduct of a trade or business within the U.S. In order to obtain a reduced rate of withholding pursuant to a tax treaty, a Non-U.S. Preferred Stockholder must deliver a properly completed and executed IRS Form W-8BEN or W-8BEN-E. In order to obtain an exemption from withholding on the grounds that the gross proceeds paid pursuant to the Offer are effectively connected with the conduct of a trade or business within the U.S., a Non-U.S. Preferred Stockholder must deliver a properly completed and executed IRS Form W-8ECI. A Non-U.S. Preferred Stockholder may be eligible to obtain a refund of all or a portion of any tax withheld if such Non-U.S. Preferred Stockholder meets one of the “complete termination” or “not essentially equivalent to a dividend” tests described above or is otherwise able to establish that no tax or a reduced amount of tax is due. Backup withholding generally will not apply to amounts subject to the 30% or a treaty-reduced rate of withholding. Non-U.S. Preferred Stockholders are urged to consult their own tax advisors regarding the application of U.S. federal income tax withholding, including eligibility for a withholding tax reduction or exemption, and the refund procedure.

Under Sections 1471 through 1474 of the Code, commonly referred to as “FATCA,” and administrative guidance, a U.S. federal withholding tax of 30% generally will be imposed on dividends that are paid to “foreign financial institutions” and “non-financial foreign entities” (as specifically defined under these rules) unless specified requirements are met. Because, as discussed above, a withholding agent may treat amounts paid to Non-U.S. Preferred Stockholders in the Offer as dividends for U.S. federal income tax purposes, such amounts may also be subject to withholding under FATCA if such requirements are not met. In such case, any withholding under FATCA may be credited against, and therefore reduce, any 30% or treaty-reduced rate of withholding on dividend distributions as discussed above.

14

Backup Withholding. See Section 3 with respect to the application of backup withholding on payments made to Preferred Stockholders.

The tax discussion set forth above is included for general information only. Each Preferred Stockholder is urged to consult his or her own tax advisor to determine the particular tax consequences to him or her of the Offer, including the applicability and effect of state, local and foreign tax laws.

8. Selected Financial Information. The audited financial statements of the Fund for the period from October 1, 2013 through September 30, 2014 appear in the Fund’s Annual Report to Stockholders for the year ended September 30, 2014. The Annual Report has previously been provided to stockholders of the Fund and is incorporated by reference herein. The unaudited, semi-annual financial statements of the Fund for the period ended March 31, 2015 appear in the Fund’s Semi-Annual Report to Stockholders for the period ended March 31, 2015. The Semi-Annual Report has been previously provided to stockholders of the Fund and is incorporated by reference herein. Copies of the Annual Report and the Semi-Annual Report can be obtained for free at the website of the Securities and Exchange Commission (the “SEC”) (http://www.sec.gov).

9. Certain Information Concerning the Fund and the Investment Manager. The Fund is a closed-end, non-diversified management investment company incorporated under the laws of the State of Maryland. The Fund seeks to maximize current income consistent with prudent efforts to preserve capital. The principal executive offices and business address of the Fund are located at 620 Eighth Avenue, New York, New York 10018. The Fund’s business telephone number is 1-888-777-0102.

LMPFA is a wholly owned subsidiary of Legg Mason, Inc. (“Legg Mason”). LMPFA is a limited liability company organized under the laws of Delaware on April 6, 2006 and an investment adviser registered under the Investment Advisers Act of 1940, as amended. The principal business address of LMPFA is 620 Eighth Avenue, New York, New York 10018.

The Fund is subject to the information and reporting requirements of the 1940 Act and in accordance therewith is obligated to file reports and other information with the SEC relating to its business, financial condition and other matters. The Fund has also filed an Offer to Purchase on Schedule TO with the SEC. Such reports and other information should be available for inspection at the public reference room at the SEC’s office, 100 F Street, N.E., Room 1580, Washington, DC 20549. The Fund’s filings are also available to the public on the SEC’s internet site (http://www.sec.gov). Copies may be obtained, by mail, upon payment of the SEC’s customary charges, by writing to its Public Reference Section at 100 F Street, N.E., Washington, DC 20549.

15

10. Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Preferred Stock. The Directors and executive officers of the Fund and the aggregate number and percentage of the Preferred Stock each of them beneficially owns as of December 31, 2014 is set forth in the table below. The address of each of them is in care of the Fund at 620 Eighth Avenue, New York, New York 10018.

Name and Position	Number of Preferred Stock Beneficially Owned		Percentage of Preferred Stock Beneficially Owned
Non-Interested Directors
Robert D. Agdern*
Director and Member of the Audit and Nominating Committees		0		0	%
Carol L. Colman
Director and Member of the Audit and Nominating Committees		0		0	%
Daniel P. Cronin
Director and Member of the Audit and Nominating Committees		0		0	%
Paolo M. Cucchi
Director and Member of the Audit and Nominating Committees		0		0	%
Leslie H. Gelb
Director and Member of the Audit and Nominating Committees		0		0	%
William R. Hutchinson
Director and Member of the Audit and Nominating Committees		0		0	%
Eileen Kamerick
Director and Member of the Audit and Nominating Committees		0		0	%
Riordan Roett
Director and Member of the Audit and Nominating Committees		0		0	%
Interested Director:
Kenneth D. Fuller
Director, Chairman, President and Chief Executive Officer		0		0	%
Officers:
Kenneth D. Fuller
Director, Chairman, President and Chief Executive Officer		0		0	%
Richard F. Sennett
Principal Financial Officer		0		0	%
Ted P. Becker
Chief Compliance Officer		0		0	%
Robert I. Frenkel
Secretary and Chief Legal Officer		0		0	%
Steven Frank
Treasurer		0		0	%
Thomas C. Mandia
Assistant Secretary		0		0	%
Vanessa A. Williams
Identity Theft Prevention Officer		0		0	%
Jeanne M. Kelly
Senior Vice President		0		0	%

* Mr. Agdern became a Director effective January 1, 2015.

Neither the Fund nor, to the best of the Fund’s knowledge, any of the Fund’s officers or Directors, any person controlling the Fund, or any executive officer or director of any corporation or other person ultimately in control of the Fund, has effected any transaction in Preferred Stock during the past 60 days.

16

Other than as set forth in the Offer, neither the Fund nor, to the best of the Fund’s knowledge, any of the Fund’s officers or Directors is a party to any contract, arrangement, understanding or relationship with any other person relating, directly or indirectly to the Offer with respect to any securities of the Fund, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies, consents or authorizations.

Based upon information provided or available to the Fund, no Director, officer or affiliate of the Fund intends to tender Preferred Stock pursuant to this Offer.

11. Certain Legal Matters; Regulatory Approvals. The Fund is not aware of any approval or other action by any government or governmental, administrative or regulatory authority or agency, domestic or foreign, that would be required for the acquisition or ownership of Preferred Stock by the Fund as contemplated herein. Should any such approval or other action be required, the Fund currently contemplates that such approval or other action will be sought. The Fund is unable to predict whether it may determine that it is required to delay the acceptance for payment of, or payment for, Preferred Stock tendered pursuant to the Offer pending the outcome of any such matter. There can be no assurance that any such approval or other action, if needed, would be obtained without substantial conditions or that the failure to obtain any such approval or other action might not result in adverse consequences to the Fund’s business. The Fund’s obligations under the Offer to accept for payment and pay for Preferred Stock are subject to certain conditions described in Section 12.

12. Certain Conditions to the Offer. Notwithstanding any other provision of the Offer, the Fund will not commence the Offer or accept tenders of the Fund’s Preferred Stock if (a) the Fund is unable to close on, on terms acceptable to the Fund, the proposed amendment to the Fund’s existing credit facility with State Street; (b) such transactions, if consummated, would (i) result in delisting of the Fund’s Common Stock from the NYSE, (ii) impair the Fund’s status as a regulated investment company under the Code (which would make the Fund a taxable entity, causing the Fund’s income to be taxed at the Fund level in addition to the taxation of Preferred Stockholders who receive distributions from the Fund) or (iii) result in a failure to comply with the applicable asset coverage requirements; (c) there is any (i) legal or regulatory action or proceeding instituted or threatened challenging such transaction, (ii) suspension of or limitation on prices for trading securities generally on the NYSE or other national securities exchange(s) (including NASDAQ), (iii) declaration of a banking moratorium by federal or state authorities or any suspension of payment by banks in the United States or New York State, (iv) limitation affecting the Fund imposed by federal or state authorities on the extension of credit by lending institutions, (v) outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, or other calamity or crisis the effect of which on financial markets is such as to make it, in the good faith judgment of the Board of Directors of the Fund, impractical or inadvisable to proceed with the Offer or (vi) other event which, in the judgment of the Board of Directors, would have a material adverse effect on the Fund if the Offer was consummated; or (d) the Board of Directors of the Fund determines in good faith that effecting any such transaction would constitute a breach of its fiduciary duty owed to the Fund or its Preferred Stockholders.

The foregoing conditions are for the sole benefit of the Fund and may be asserted by the Fund regardless of the circumstances (including any action or inaction by the Fund) giving rise to any such conditions or may be waived by the Fund in whole or in part at any time and from time to time in its sole and absolute discretion. The failure by the Fund at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time. Any determination by the Fund concerning the events described in this Section shall be final and binding on all parties.

Notification shall be provided of a material change in, or waiver of, such conditions, and the Offer may, in certain circumstances, be extended in connection with any such change or waiver.

17

If the Offer is suspended, postponed or terminated, the Fund will provide notice to Preferred Stockholders of such suspension, postponement or termination.

In order to facilitate the Offer, if you own Preferred Stock through a broker or other Nominee Holder, when your broker or other Nominee Holder tenders your Preferred Stock on your behalf, your broker or other Nominee Holder will be required to provide the Depositary with additional contact information for its “auction department” (or similar department), or whoever at your broker or other Nominee Holder submits auction instructions for the Preferred Stock on its behalf. If your broker or other Nominee Holder is unable to provide this contact information, the Fund, in its sole discretion, may waive this requirement.

13. Fees and Expenses. The Fund does not currently anticipate paying any broker or dealer, commercial bank, trust company or other person any solicitation fee for any Preferred Stock purchased pursuant to the Offer. The Fund will reimburse such persons for customary handling and mailing expenses incurred in forwarding the Offer. No such broker, dealer, commercial bank, trust company or other person has been authorized to act as agent of the Fund or the Depositary for purposes of the Offer.

The Fund has retained Deutsche Bank Trust Company Americas to act as Depositary and Information Agent. The Depositary and the Information Agent will receive reasonable and customary compensation for its services and will also be reimbursed for certain out of pocket expenses, and will be indemnified against certain liabilities by the Fund.

14. Miscellaneous. The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Preferred Stock in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction. The Fund may, in its sole and absolute discretion, take such action as it may deem necessary to make the Offer in any such jurisdiction.

The Fund is not aware of any jurisdiction in which the making of the Offer or the acceptance of Preferred Stock in connection therewith would not be in compliance with the laws of such jurisdiction. Consequently, the Offer is currently being made to all holders of Preferred Stock. However, the Fund reserves the right to exclude Preferred Stockholders in any jurisdiction in which it is asserted that the Offer cannot lawfully be made. So long as the Fund makes a good faith effort to comply with any state law deemed applicable to the Offer, the Fund believes that the exclusion of Preferred Stockholders residing in such jurisdiction is permitted under Rule 13e-4(f)(9) promulgated under the Exchange Act.

15. Contacting the Depositary and the Information Agent. The Letter of Transmittal and any other required documents should be sent by each Preferred Stockholder of the Fund to the Depositary as set forth below.

The Depositary for the Offer is:

Deutsche Bank Trust Company Americas Facsimile Copy Number: (615) 866-3889 Toll Free: (877) 843-9767

By Mail or Overnight Courier:

DB Services Americas, Inc. Attn: Reorganization Unit 5022 Gate Parkway, Suite 200 Jacksonville, FL 32256

18

Questions about how to tender your Preferred Stock and requests for additional copies of the Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery, the Notice of Withdrawal and other documents may be directed to the Information Agent at its telephone number and location listed below.

The Information Agent for the Offer is:

DEUTSCHE BANK TRUST COMPANY AMERICAS

Toll Free: (877) 843-9767

LMP CORPORATE LOAN FUND INC.

May 26, 2015

19

EX-99.(A)(1)(II)

Exhibit (a)(1)(ii)

LETTER OF TRANSMITTAL

TO TENDER AUCTION RATE CUMULATIVE PREFERRED

STOCK, SERIES A AND SERIES B

(THE “PREFERRED STOCK”)

OF

LMP CORPORATE LOAN FUND INC.

Pursuant to the Offer to Purchase

Dated May 26, 2015

THE OFFER AND WITHDRAWAL RIGHTS TERMINATE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 23, 2015, UNLESS THE OFFER IS EXTENDED.

The Depositary for the Offer is:

Deutsche Bank Trust Company Americas

The Information Agent for the Offer is:

Deutsche Bank Trust Company Americas

Delivery by First Class Mail, By Registered, Certified or Express Mail, By Overnight Courier, or

By Hand should be directed to:

DB Services Americas, Inc.

5022 Gate Parkway, Suite 200

Jacksonville, FL 32256

ATTN: Reorganization Unit

Tel. (877) 843-9767

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

This Letter of Transmittal relates to the offer by LMP Corporate Loan Fund Inc. (the “Fund”), a Maryland corporation trust registered under the Investment Company Act of 1940, as amended, to purchase for cash up to 100% of the Fund’s shares of Auction Rate Cumulative Preferred Stock, Series A and Series B, par value $0.001 per share (the “Preferred Stock”), at 90% of the liquidation preference of $25,000 per share (or $22,500 per share), plus any unpaid dividends accrued through June 23, 2015, unless extended, upon the terms and subject to the conditions set forth in the Fund’s Offer to Purchase, receipt of which is hereby acknowledged, and this Letter of Transmittal (which together constitute the “Offer”).

DESCRIPTION OF PREFERRED STOCK TENDERED

Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank)	Preferred Stock Tendered* (attach Additional Signed List if Necessary)
	1    ¨    All 2    ¨    Partial:

* Unless otherwise indicated, it will be assumed that all (and not partial) of the Preferred Stock is being tendered. See Instruction 3.

If you wish to tender all or any part of your Preferred Stock of the Fund, you should either:

• tender your Preferred Stock pursuant to the procedure for book-entry tender set forth in Section 3 of the Offer to Purchase; or

• request a broker, dealer, commercial bank, trust company or other nominee to effect the transaction for you. If your Preferred Stock is registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you should contact such person if you desire to tender your Preferred Stock.

This Letter of Transmittal need not be completed if your are tendering Preferred Stock by the Automated Tender Offer Program (“ATOP”) through The Depository Trust Company (“DTC”). If you tender your Preferred Stock by ATOP, you must transmit your acceptance of the Offer to DTC and DTC will then send an Agent’s Message (as defined in the Offer) to the Depositary (as defined below) indicating such acceptance. By causing an Agent’s Message to be sent, you confirm your agreement to be bound by the terms of the Offer, including this Letter of Transmittal, as if you had executed this Letter of Transmittal.

If you desire to tender Preferred Stock and such Preferred Stock cannot be delivered to the Depositary or you cannot comply with the procedure for book-entry transfer or your other required documents cannot be delivered to the Depositary, in any case, by the termination of the Offer, you must tender such Preferred Stock pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.

Questions about how to tender your Preferred Stock and requests for additional copies of this Letter of Transmittal, the Offer to Purchase or the Notice of Guaranteed Delivery or the Notice of Withdrawal may be directed to Deutsche Bank Trust Company Americas (“Depositary”) at its address or telephone number set forth on the first page of this Letter of Transmittal.

2

ADDITIONAL INFORMATION REGARDING TENDERED PREFERRED STOCK

PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY.

Name of Tendering Institution 

Account Number 

Transaction Code Number 

Contact Person in Auction Department of Tendering Institution* 

Email Address of Contact Person in Auction Department* 

Broker–Dealer who submits auction instructions to the Auction Agent on your behalf: 

¨ CHECK HERE IF TENDERED PREFERRED STOCK IS BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT OR CONCURRENTLY BEING SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:

Name(s) of Tendering Holder(s) of Preferred Stock 

Date of Execution of Notice of Guaranteed Delivery 

Name of Institution which Guaranteed Delivery 

* If there is no established auction department, please include contact information for the party that submits auction instructions for Preferred Stock.

3

Ladies and Gentlemen:

The undersigned hereby tenders to LMP Corporate Loan Fund Inc., a Maryland corporation (the “Fund”), shares of the Fund’s Auction Rate Cumulative Preferred Stock, Series A and Series B, par value $0.001 per share (the “Preferred Stock”), at a price per share (the “Purchase Price”) equal to 90% of the liquidation preference of $25,000 per share (or $22,500 per share), plus any unpaid dividends accrued through the Termination Date, upon the terms and subject to (i) an increase to the Fund’s existing credit facility with State Street Bank and Trust Company and (ii) certain other conditions set forth in the Fund’s Offer to Purchase, dated May 26, 2015, receipt of which is hereby acknowledged, and this Letter of Transmittal (which, together with the Fund’s Offer to Purchase, constitute the “Offer”). The “Termination Date” of the Offer is 5:00 p.m., New York City time, on June 23, 2015. If the Fund, in its sole and absolute discretion, shall have extended the period for which the Offer is open, the “Termination Date” shall mean the latest time and date on which the Offer, as so extended by the Fund, shall terminate.

Subject to, and effective upon, acceptance of payment for the Preferred Stock tendered herewith in accordance with the terms and subject to the conditions of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Fund all right, title and interest in and to all the Preferred Stock that is being tendered hereby and that is being accepted for purchase pursuant to the Offer and irrevocably constitutes and appoints the Depositary the true and lawful agent and attorney-in-fact of the undersigned with respect to such Preferred Stock, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to (a) transfer ownership of such Preferred Stock on the account books maintained by the Fund’s transfer agent, together, in either such case, with all accompanying evidences of transfer and authenticity to or upon the order of the Fund, upon receipt by the Depositary, as the undersigned’s agent, of the Purchase Price, (b) present such Preferred Stock for transfer on the books of the Fund, and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Preferred Stock, all in accordance with the terms of the Offer.

The undersigned hereby represents and warrants that: (a) the undersigned has full power and authority to tender, sell, assign and transfer the tendered Preferred Stock (and any and all dividends, distributions, other Preferred Stock or other securities or rights issued or issuable in respect of such Preferred Stock on or after the Termination Date); (b) when and to the extent the Fund accepts the Preferred Stock for purchase, the Fund will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges, proxies, encumbrances or other obligations relating to their sale or transfer, and not subject to any adverse claim; (c) on request, the undersigned will execute and deliver any additional documents deemed by the Depositary or the Fund to be necessary or desirable to complete the sale, assignment and transfer of the tendered Preferred Stock (and any and all dividends, distributions, other Preferred Stock or securities or rights issued or issuable in respect of such Preferred Stock on or after the Termination Date); and (d) the undersigned has read and agreed to all of the terms of the Offer.

All authority conferred or agreed to be conferred in this Letter of Transmittal shall be binding upon the successors, assigns, heirs, executors, administrators and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. Preferred Stock tendered pursuant to the Offer may be withdrawn at any time prior to the Termination Date in accordance with Section 4, “Rights of Withdrawal,” of the Fund’s Offer to Purchase. After the Termination Date, tenders made pursuant to the Fund’s Offer to Purchase will be irrevocable.

4

SIGN HERE

(IMPORTANT: COMPLETE AND SIGN THE IRS FORM W-9 HEREIN OR

APPLICABLE IRS FORM W-8)

(Signature(s) of Preferred Stockholder(s))

Dated:                    ,

(Must be signed by the registered holder(s) exactly as name(s) appear(s) on account registration) for the Preferred Stock or on a security position listing or by person(s) authorized to become registered holder(s) by documents transmitted herewith. If signature is by attorney-in-fact, executor, administrator, trustee, guardian, agent, officer of a corporation or another person acting in a fiduciary or representative capacity, please provide the following information. See instructions 1 and 10.)

Name(s) 

(Please Print)

Capacity (Full Title) 

Address
City	State	Zip Code

Area Code and Telephone Number 

Employer Identification or Social Security Number 

GUARANTEE OF SIGNATURE(S)

(See Instructions 1 and 10)

Authorized Signature(s) 

(Please Print)

Name of Firm 

Address 

City  State  Zip Code 

Dated:                                                                                                                                                                              ,

¨ CHECK HERE IF TENDERED PREFERRED STOCK IS BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT OR CONCURRENTLY BEING SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:

Name(s) of Tendering Holder(s) of Preferred Stock 

Date of Execution of Notice of Guaranteed Delivery 

Name of Institution which Guaranteed Delivery 

5

INSTRUCTIONS

Forming Part of the Terms and Conditions of the Offer

Guarantee of Signatures. Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by a financial institution (including most banks, savings and loan associations and brokerage houses) that is a member of a recognized Medallion Program approved by The Securities Transfer Association, Inc., including the Securities Transfer Agents Medallion Program (STAMP), or any other “eligible guarantor institution” (as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended) (each an “Eligible Institution”). Signatures on this Letter of Transmittal need not be guaranteed if such Preferred Stock is tendered for the account of an Eligible Institution. See Instruction 10.

Delivery of Preferred Stock. Delivery of Preferred Stock is to be made by book-entry delivery pursuant to the procedures set forth in Section 3 of the Offer to Purchase. A confirmation of a book-entry transfer into the Depositary’s account at the Book-Entry Transfer Facility (as defined in the Offer) of all Preferred Stock delivered electronically, as well as an Agent’s Message, and any other documents required by this Letter of Transmittal, must be received by the Depositary at its address set forth on the front page of this Letter of Transmittal by the Termination Date. Preferred Stockholders (as defined in the Offer) who cannot deliver their Preferred Stock and all other required documents to the Depositary by the Termination Date must tender their Preferred Stock pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. Pursuant to such procedure: (i) such tender must be made by or through an eligible institution; (ii) a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form provided by the Fund must be received by the Depositary by the Termination Date; and (iii) an Agent’s Message or a properly completed and duly executed Letter of Transmittal (or facsimile thereof) with any required signature guarantee and any other documents required by the Letter of Transmittal and, for Preferred Stock held in street name, confirmation of a book-entry transfer of such Preferred Stock into the Depositary’s account at the Book-Entry Transfer Facility, must be received by the Depositary within three NYSE trading days after the date of execution of the Notice of Guaranteed Delivery, all as provided in Section 3 of the Offer to Purchase.

The method of delivery of any documents is at the option and risk of the tendering Preferred Stockholder. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

No alternative, conditional or contingent tenders will be accepted, and no fractional shares of Preferred Stock will be purchased. By executing this Letter of Transmittal, the tendering Preferred Stockholder waives any right to receive any notice of the acceptance for payment of the Preferred Stock.

Partial Tenders. If any tendered shares of Preferred Stock are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, or if any shares of tendered Preferred Stock are not accepted because of an invalid tender, or if any tendered shares of Preferred Stock are properly withdrawn, those shares of Preferred Stock will be returned to the appropriate account at the Book-Entry Transfer Facility without charge by the Fund to the tendering Preferred Stockholder, as soon as practicable following termination of the Offer or the proper withdrawal of the Preferred Stock.

Stock Transfer Taxes. The Fund will pay any stock transfer taxes with respect to the sale and transfer of any Preferred Stock to it or its order pursuant to the Offer. If, however, a transfer tax is imposed for any reason other than the sale or transfer of Preferred Stock to the Fund pursuant to the Offer, then the amount of any stock transfer taxes (whether imposed on the registered holder(s), such other person or otherwise) will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted herewith.

6

IRS Form W-9. Under U.S. federal income tax law, a backup withholding tax of 28% may be imposed on the gross proceeds otherwise payable to certain Preferred Stockholders pursuant to the Offer. In order to avoid such backup withholding, each tendering Preferred Stockholder must provide the applicable withholding agent with such Preferred Stockholder’s correct taxpayer identification number and certify that such Preferred Stockholder or payee is not subject to such backup withholding by completing the attached IRS Form W-9 (or, in the case of a foreign Preferred Stockholder, must provide the applicable withholding agent with an appropriate IRS Form W-8 or substitute Form W-8, as discussed below). In general, if a Preferred Stockholder is an individual who is not foreign, the taxpayer identification number is the Social Security number of such individual. If the applicable withholding agent is not provided with the correct taxpayer identification number, the Preferred Stockholder or payee will be subject to a $50 penalty imposed by the Internal Revenue Service unless the failure to provide the correct number is due to reasonable cause and not willful neglect. A false statement made on the IRS Form W-9 without any reasonable basis that results in no backup withholding will be subject to a $500 penalty, and the willful falsification of certifications or affirmations may be subject to criminal penalties, including fines and/or imprisonment. Certain Preferred Stockholders (including, among others, generally all corporations and certain foreign persons) are not subject to these backup withholding and reporting requirements. However, such Preferred Stockholders should complete the IRS Form W-9 (or, in the case of a foreign Preferred Stockholder, an appropriate IRS Form W-8 or substitute Form W-8) to avoid erroneous backup withholding. For further information concerning backup withholding and instructions for completing the IRS Form W-9 (including how to obtain a taxpayer identification number if you do not have one and how to complete the IRS Form W-9 if Preferred Stock is held in more than one name), consult the instructions included in the attached IRS Form W-9.

Foreign persons should not complete an IRS Form W-9. Instead, in order to establish that a foreign person qualifies as an exempt recipient for which backup withholding is not required, such person should submit an appropriate IRS Form W-8 or substitute Form W-8, attesting to its status. These forms can be obtained from the Depositary or from the relevant broker, dealer, commercial bank, trust company or other nominee. However, foreign persons may be subject to U.S. withholding tax on the gross proceeds they receive pursuant to the Offer (even if these forms are submitted), as discussed in Section 7 of the Offer to Purchase.

Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained provided that the required information is furnished to the Internal Revenue Service. NOTE: FAILURE TO COMPLETE AND RETURN THE IRS FORM W-9 (OR AN APPROPRIATE IRS FORM W-8 OR SUBSTITUTE FORM W-8) MAY RESULT IN PENALTIES AND BACKUP WITHHOLDING ON ANY AMOUNTS OTHERWISE PAYABLE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE INSTRUCTIONS TO THE IRS FORM W-9 FOR ADDITIONAL DETAILS. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

Waiver of Conditions. Subject to the Offer to Purchase, the conditions of the Offer may be waived, in whole or in part, by the Fund, at any time and from time to time, in the case of any Preferred Stock tendered.

Irregularities. The Fund will determine, in its sole discretion, all questions as to the number of Preferred Stock to be accepted, and the validity, form, eligibility, including time of receipt, and acceptance for payment of any tender of Preferred Stock. The Fund’s determination will be final and binding on all parties. The Fund reserves the absolute right to reject any or all tenders it determines not to be in proper form or the acceptance of or payment for which it determines may be unlawful. The Fund also reserves the absolute right to waive any defect or irregularity in the tender of any particular Preferred Stock or any particular Preferred Stockholder. No tender of Preferred Stock will be deemed to be properly made until all defects or irregularities have been cured by the tendering Preferred Stock or waived by the Fund. None of the Fund, the Depositary, the Information Agent, or any other person will be under any duty to give notice of any defects or irregularities in any tender, or incur any liability for failure to give any such notice. The Fund’s interpretation of the terms of and conditions to

7

the Offer, including this Letter of Transmittal and the instructions thereto, will be final and binding. By tendering Preferred Stock to the Fund, you agree to accept all decisions the Fund makes concerning these matters and waive any right you might otherwise have to challenge those decisions.

Acceptance of Tendered Stock. If a Preferred Stockholder tenders all of such Preferred Stockholders’ Preferred Stock, all such Preferred Stock credited to such Preferred Stockholder’s account(s) will be tendered unless the Preferred Stockholder otherwise specifies.

Contact Information. In order to facilitate the Offer and any auctions for Preferred Stock that may remain outstanding after the Offer is completed, each broker or other Nominee Holder (as defined in the Offer) must provide additional contact information for its “auction department” (or similar department), or whoever at the broker or other Nominee Holder submits auction instructions for the Preferred Stock on its behalf, and/or the broker-dealer, if a different party, that submits those auction instructions to the auction agent. If you are unable to provide this contact information, the Fund, in its sole discretion, may waive this requirement.

Signatures on Letter of Transmittal, Authorizations and Endorsements.

If this Letter of Transmittal is signed by the registered holder(s) of the Preferred Stock tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the certificate(s) for the Preferred Stock tendered without alteration, enlargement or any change whatsoever.

If any of the Preferred Stock tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

If any of the tendered Preferred Stock are registered in different names (including Preferred Stock attributed to the tendering stockholder for federal income tax purposes under Section 318 of the Internal Revenue Code of 1986, as amended) on several certificates, it is necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations.

If this Letter of Transmittal or any certificate for Preferred Stock tendered or stock powers relating to Preferred Stock tendered are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the Fund of their authority so to act must be submitted.

If this Letter of Transmittal is signed by the registered holder(s) of the Preferred Stock transmitted hereby, no endorsements of certificates or separate stock powers are required unless payment is to be made to, or certificates for Preferred Stock not purchased are to be issued in the name of, a person other than the registered holder(s). Signatures on such certificates or stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered holder(s) of the certificate(s) listed thereon, the certificate(s) must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on the certificate(s) for the Preferred Stock involved. Signatures on such certificates or stock powers must be guaranteed by an Eligible Institution.

* * * * *

Additional copies of the Offer to Purchase, the Letter of Transmittal and Notice of Guaranteed Delivery may be obtained from the Information Agent at its address and telephone number set forth on the first page of this Letter of Transmittal. Preferred Stockholders may also contact their broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offer.

8

IMPORTANT: If you desire to tender your Preferred Stock, an Agent’s Message or this Letter of Transmittal or a manually signed facsimile thereof (together with all other required documents) must be received by the Depositary prior to 5:00 p.m., New York City time, on June 23, 2015 (or if the offer is extended, the termination as extended), at the appropriate address set forth below:

The Depositary for the Offer is:

DEUTSCHE BANK TRUST COMPANY AMERICAS

Facsimile Copy Number: (615) 866-3889

Toll Free: (877) 843-9767

By Mail or Overnight Courier:

DB Services Americas, Inc.

Attn: Reorganization Unit

5022 Gate Parkway, Suite 200

Jacksonville, FL 32256

Questions about how to tender your Preferred Stock and requests for additional copies of this Letter of Transmittal, the Offer to Purchase, the Notice of Guaranteed Delivery, the Notice of Withdrawal and other documents may be directed to the Information Agent at its telephone number and location listed below.

The Information Agent for the Offer is:

DEUTSCHE BANK TRUST COMPANY AMERICAS

Toll Free: (877) 843-9767

9

Form W-9 (Rev. December 2014) Department of the Treasury   Internal Revenue Service Request for Taxpayer Identification Number and Certification Give Form to the requester. Do not
send to the IRS.

Print or type See Specific Instructions on page 2.	1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.
	2 Business name/disregarded entity name, if different from above
	3 Check appropriate box for federal tax classification; check only one of the following seven boxes:									4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3):
	¨ Individual/sole proprietor or        single-member LLC	¨	C Corporation	¨	S Corporation	¨	Partnership	¨	Trust/estate
	¨ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership)  u                 Note. For a single-member LLC that is disregarded, do not check LLC; check the appropriate box in the line above for the tax classification of the single-member owner.									Exempt payee code (if any)                  Exemption from FATCA reporting code (if any)
	¨ Other (see instructions)  u									(Applies to accounts maintained outside the U.S.)
	5 Address (number, street, and apt. or suite no.)							Requester’s name and address (optional)
	6 City, state, and ZIP code
	7 List account number(s) here (optional)

Part I Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. Note. If the account is in more than one name, see the instructions for line 1 and the chart on page 4 for guidelines on whose number to enter.	Social security number
			–	–
	or
	Employer identification number
		–

Part II Certification

Under penalties of perjury, I certify that:

1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and

2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and

3. I am a U.S. citizen or other U.S. person (defined below); and

4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 3.

Sign  
Here   Signature of
U.S. person  u Date  u

General Instructions

Section references are to the Internal Revenue Code unless otherwise noted.

Future developments. Information about developments affecting Form W-9 (such as legislation enacted after we release it) is at www.irs.gov/fw9.

Purpose of Form

An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following:

• Form 1099-INT (interest earned or paid)

• Form 1099-DIV (dividends, including those from stocks or mutual funds)

• Form 1099-MISC (various types of income, prizes, awards, or gross proceeds)

• Form 1099-B (stock or mutual fund sales and certain other transactions by brokers)

• Form 1099-S (proceeds from real estate transactions)

• Form 1099-K (merchant card and third party network transactions)

• Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition)

• Form 1099-C (canceled debt)

• Form 1099-A (acquisition or abandonment of secured property)

Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN.

If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding? on page 2.

By signing the filled-out form, you:

1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

2. Certify that you are not subject to backup withholding, or

3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners’ share of effectively connected income, and

4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting? on page 2 for further information.

Cat. No. 10231X Form W-9 (Rev. 12-2014)

Form W-9 (Rev. 12-2014) Page 2

Note. If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

• An individual who is a U.S. citizen or U.S. resident alien;

• A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States;

• An estate (other than a foreign estate); or

• A domestic trust (as defined in Regulations section 301.7701-7).

Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners’ share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income.

In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States:

• In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity;

• In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust; and

• In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items:

1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

2. The treaty article addressing the income.

3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

4. The type and amount of income that qualifies for the exemption from tax.

5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233.

Backup Withholding

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 28% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

1. You do not furnish your TIN to the requester,

2. You do not certify your TIN when required (see the Part II instructions on page 3 for details),

3. The IRS tells the requester that you furnished an incorrect TIN,

4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

Certain payees and payments are exempt from backup withholding. See Exempt payee code on page 3 and the separate Instructions for the Requester of Form W-9 for more information.

Also see Special rules for partnerships above.

What is FATCA reporting?

The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code on page 3 and the Instructions for the Requester of Form W-9 for more information.

Updating Your Information

You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account; for example, if the grantor of a grantor trust dies.

Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Line 1

You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return.

If this Form W-9 is for a joint account, list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9.

a. Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name.

Note. ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a. This should also be the same as the name you entered on the Form 1040/1040A/1040EZ you filed with your application.

Form W-9 (Rev. 12-2014) Page 3

b. Sole proprietor or single-member LLC. Enter your individual name as shown on your 1040/1040A/1040EZ on line 1. You may enter your business, trade, or “doing business as” (DBA) name on line 2.

c. Partnership, LLC that is not a single-member LLC, C Corporation, or S Corporation. Enter the entity’s name as shown on the entity’s tax return on line 1 and any business, trade, or DBA name on line 2.

d. Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on line 2.

e. Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a “disregarded entity.” See Regulations section 301.7701-2(c)(2)(iii). Enter the owner’s name on line 1. The name of the entity entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner’s name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity’s name on line 2, “Business name/disregarded entity name.” If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN.

Line 2

If you have a business name, trade name, DBA name, or disregarded entity name, you may enter it on line 2.

Line 3

Check the appropriate box in line 3 for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box in line 3.

Limited Liability Company (LLC). If the name on line 1 is an LLC treated as a partnership for U.S. federal tax purposes, check the “Limited Liability Company” box and enter “P” in the space provided. If the LLC has filed Form 8832 or 2553 to be taxed as a corporation, check the “Limited Liability Company” box and in the space provided enter “C” for C corporation or “S” for S corporation. If it is a single-member LLC that is a disregarded entity, do not check the “Limited Liability Company” box; instead check the first box in line 3 “Individual/sole proprietor or single-member LLC.”

Line 4, Exemptions

If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space in line 4 any code(s) that may apply to you.

Exempt payee code.

• Generally, individuals (including sole proprietors) are not exempt from backup withholding.

• Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends.

• Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions.

• Corporations are not exempt from backup withholding with respect to attorneys’ fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC.

The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space in line 4.

1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2)

2—The United States or any of its agencies or instrumentalities

3—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities

4—A foreign government or any of its political subdivisions, agencies, or instrumentalities

5—A corporation

6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession

7—A futures commission merchant registered with the Commodity Futures Trading Commission

8—A real estate investment trust

9—An entity registered at all times during the tax year under the Investment Company Act of 1940

10—A common trust fund operated by a bank under section 584(a)

11—A financial institution

12—A middleman known in the investment community as a nominee or custodian

13—A trust exempt from tax under section 664 or described in section 4947

The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13.

IF the payment is for . . .	THEN the payment is exempt for . . .
Interest and dividend payments	All exempt payees except for 7
Broker transactions	Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012.
Barter exchange transactions and patronage dividends	Exempt payees 1 through 4
Payments over $600 required to be reported and direct sales over $5,0001	Generally, exempt payees 1 through 52
Payments made in settlement of payment card or third party network transactions	Exempt payees 1 through 4

¹  See Form 1099-MISC, Miscellaneous Income, and its instructions.

²  However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency.

Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with “Not Applicable” (or any similar indication) written or printed on the line for a FATCA exemption code.

A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37)

B—The United States or any of its agencies or instrumentalities

C—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities

D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i)

E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(i)

F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state

G—A real estate investment trust

H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940

I—A common trust fund as defined in section 584(a)

J—A bank as defined in section 581

K—A broker

Form W-9 (Rev. 12-2014) Page 4

L—A trust exempt from tax under section 664 or described in section 4947(a)(1)

M—A tax exempt trust under a section 403(b) plan or section 457(g) plan

Note. You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed.

Line 5

Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W-9 will mail your information returns.

Line 6

Enter your city, state, and ZIP code.

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.

If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited Liability Company (LLC) on this page), enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN.

Note. See the chart on page 4 for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at www.ssa.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting IRS.gov or by calling 1-800-TAX-FORM (1-800-829-3676).

If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note. Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.

Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8.

Part II. Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if items 1, 4, or 5 below indicate otherwise.

For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code earlier.

Signature requirements. Complete the certification as indicated in items 1 through 5 below.

1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.

2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.

4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

What Name and Number To Give the Requester
For this type of account:	Give name and SSN of:
1. Individual	The individual
2. Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account1
3. Custodian account of a minor (Uniform Gift to Minors Act)	The minor2
4. a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee1
b. So-called trust account that is not a legal or valid trust under state law	The actual owner1
5. Sole proprietorship or disregarded entity owned by an individual	The owner3
6. Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulations section 1.671-4(b)(2)(i) (A))	The grantor*
For this type of account:	Give name and EIN of:
7.   Disregarded entity not owned by an individual	The owner
8.   A valid trust, estate, or pension trust	Legal entity4
9.   Corporation or LLC electing corporate status on Form 8832 or Form 2553	The corporation
10. Association, club, religious, charitable, educational, or other tax- exempt organization	The organization
11. Partnership or multi-member LLC	The partnership
12. A broker or registered nominee	The broker or nominee
13. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity
14. Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulations section 1.671-4(b)(2)(i) (B))	The trust

¹  List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.

²  Circle the minor’s name and furnish the minor’s SSN.

³  You must show your individual name and you may also enter your business or DBA name on the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.

Form W-9 (Rev. 12-2014) Page 5

⁴  List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 2.

*Note. Grantor also must provide a Form W-9 to trustee of trust.

Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Secure Your Tax Records from Identity Theft

Identity theft occurs when someone uses your personal information such as your name, SSN, or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.

To reduce your risk:

•  Protect your SSN,

•  Ensure your employer is protecting your SSN, and

•  Be careful when choosing a tax preparer.

If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.

If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039.

For more information, see Publication 4535, Identity Theft Prevention and Victim Assistance.

Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.

Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.

The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.

If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at: spam@uce.gov or contact them at www.ftc.gov/idtheft or 1-877-IDTHEFT (1-877-438-4338).

Visit IRS.gov to learn more about identity theft and how to reduce your risk.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.

EX-99.(A)(1)(III)

Exhibit (a)(1)(iii)

NOTICE OF GUARANTEED DELIVERY

To Tender Preferred Stock

of

LMP Corporate Loan Fund Inc.

(the “Fund”)

Pursuant to the Offer to Purchase

Dated May 26, 2015

This form, or a form substantially equivalent to this form, must be used to accept the Offer (as defined in the Letter of Transmittal), upon the terms and subject to the conditions set forth in the Offer Documents (as defined below), if the Fund’s shares of Auction Rate Cumulative Preferred Stock, Series A and Series B, par value $0.001 per share (the “Preferred Stock”), at 90% of the liquidation preference of $25,000 per share (or $22,500 per share), plus any unpaid dividends accrued through the termination date of this tender offer, and/or all other documents required by the Fund’s Letter of Transmittal, cannot be delivered to the Depositary (as defined in the offer to purchase, dated May 26, 2015 (the “Offer to Purchase”)) on or before 5:00 p.m., New York City time, June 23, 2015, or such later date to which the Offer is extended (the “Termination Date”). Such form may be delivered by hand or mailed to the Depositary, and must be received by the Depositary on or before the Termination Date. See Section 3, “Procedure for Tendering Preferred Stock,” of the Offer to Purchase.

The Depositary for the Offer is:

Deutsche Bank Trust Company Americas

Toll Free (877) 843-9767

By First Class Mail, By Overnight Courier:

DB Services Americas, Inc.

Attn: Reorganization Unit

5022 Gate Parkway, Suite 200

Jacksonville, FL 32256

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on the Fund’s Letter of Transmittal is required to be guaranteed by an “eligible guarantor institution” under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.

Ladies and Gentlemen:

The undersigned hereby tenders to the Fund, upon the terms and subject to the conditions set forth in its Offer to Purchase dated May 26, 2015, and the related Letter of Transmittal (which together constitute the “Offer Documents”), receipt of which is hereby acknowledged, Preferred Stock, pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.

LMP Corporate Loan Fund Inc.	Signature
¨ check here if the shares will be tendered by book-entry transfer	Name(s) of Tendering Institution
Number of Preferred Stock tendered	(Address)
DRS Transaction Advice Numbers (if applicable)	(Zip Code)
Account Number	(Area Code and Telephone Number)

2

GUARANTEE

(Not to be used for signature guarantee)

The undersigned, a firm which is a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of a recognized Medallion Program approved by The Securities Transfer Association, Inc., including the Securities Transfer Agents Medallion Program, or any other “eligible guarantor institution” (as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended), hereby (a) represents that the above named person(s) “own(s)” the Preferred Stock tendered hereby and (b) guarantees to deliver to the Depositary (as defined in the Offer to Purchase) the Preferred Stock tendered hereby, together with a properly completed and duly executed Letter of Transmittal, and any other required documents, all within three trading days of the New York Stock Exchange after the date hereof.

The eligible institution that completes this Notice of Guaranteed Delivery must communicate the guarantee to the Depositary (as defined in the Offer to Purchase) and must deliver all required documents to the Depositary within the time period set forth in the Offer to Purchase. Failure to do so could result in a financial loss to the eligible institution.

(Name of Firm)

(Authorized Signature)

(Name)

(Address)

(Zip Code)

(Area Code and Telephone Number)

Dated:                    , 2015

3

EX-99.(A)(1)(IV)

Exhibit (a)(1)(iv)

OFFER BY

LMP CORPORATE LOAN FUND INC. (THE “FUND”)

TO PURCHASE FOR CASH UP TO 100% OF THE FUND’S OUTSTANDING AUCTION RATE CUMULATIVE PREFERRED STOCK, SERIES A AND SERIES B, AT 90% OF THE LIQUIDATION PREFERENCE OF $25,000 PER SHARE (OR $22,500 PER SHARE), PLUS ANY UNPAID DIVIDENDS ACCRUED THROUGH THE TERMINATION DATE

May 26, 2015

To Brokers, Dealers, Commercial Banks,

Trust Companies and Other Nominees:

We have been appointed to act as Depositary (as defined in the Offer to Purchase) in connection with the offer by the Fund, a Maryland corporation registered under the Investment Company Act of 1940, as amended, to purchase for cash up to 100% of the Fund’s Auction Rate Cumulative Preferred Stock, Series A and Series B, par value $0.001 per share (the “Preferred Stock”), at 90% of the liquidation preference of $25,000 per share (or $22,500 per share), plus any unpaid dividends accrued through 5:00 p.m., New York City time, on June 23, 2015, or such later date to which the Offer is extended, upon the terms and subject to the conditions set forth in the offer to purchase dated May 26, 2015 (the “Offer to Purchase”), and the related letter of transmittal (the “Letter of Transmittal” which, together with the Offer to Purchase, as each may be amended and supplemented from time to time, constitute the “Offer”).

We are asking you to contact your clients for whom you hold the Fund’s Preferred Stock registered in your name (or in the name of your nominee) or who hold the Fund’s Preferred Stock registered in their own names. Please bring the Offer to their attention as promptly as possible.

For your information and for forwarding to your clients, we are enclosing the following documents:

1. The Offer to Purchase dated May 26, 2015;

2. Letter of Transmittal for your use and for the information of your clients;

3. Notice of Guaranteed Delivery to be used to accept the Offer if the Preferred Stock and all other required documents cannot be delivered to the Depositary (as defined in the Offer to Purchase) by the Termination Date (as defined in the Offer to Purchase);

4. Notice of Withdrawal to be used to withdraw previously tendered Preferred Stock; and

5. A form of letter which may be sent to your clients for whose accounts you hold the Fund’s Preferred Stock registered in your name (or in the name of your nominee), with space provided for obtaining such clients’ instructions with regard to the Offer.

Your prompt action is requested. We urge you to contact your clients as promptly as possible. THE FUND’S OFFER AND WITHDRAWAL RIGHTS TERMINATE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 23, 2015, UNLESS THE OFFER IS EXTENDED.

The Offer is not being made to, nor will the Fund accept tenders from, holders of Preferred Stock in any jurisdiction in which the Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction.

The Fund will not pay any fees or commissions to any broker, dealer or other person (other than the Information Agent (as defined in the Offer to Purchase) or the Depositary (as defined in the Offer to Purchase)) for soliciting tenders of Preferred Stock pursuant to the Offer. The Fund will, however, upon request, reimburse you for reasonable and necessary costs and expenses incurred by you in forwarding any of the enclosed materials to your clients. The Fund will pay all stock transfer taxes applicable to its purchase of Preferred Stock pursuant to the Offer, except as otherwise provided in the Offer to Purchase. However, backup withholding may be required unless either an exemption is proved or the required taxpayer identification information and certifications are provided. See Section 3, “Procedure for Tendering Preferred Stock,” of the Offer to Purchase.

In order to accept the Offer, any required documents should be sent to the Depositary by 5:00 p.m., New York City time, on June 23, 2015.

In order to facilitate the Offer and any auctions for Preferred Stock that may remain outstanding after the Offer is completed, when you tender Preferred Stock on behalf of your clients you will need to provide additional contact information for your auction department and/or the broker-dealer who submits auction instructions for the Preferred Stock on your behalf. Should you be unable to provide this contact information, the Fund, in its sole discretion, may waive this requirement. Please contact Deutsche Bank Trust Company Americas, the Information Agent for the Offer, at (877) 843–9767, with any questions.

Neither the Fund nor the Fund’s Board of Directors make any recommendation to any holder of Preferred Stock as to whether to tender all or any Preferred Stock.

Any inquiries you may have with respect to the Offer should be addressed to, and additional copies of the enclosed materials may be obtained from, the Information Agent at the addresses and telephone number set forth on the back cover of the Offer to Purchase.

Very truly yours,

Deutsche Bank Trust Company Americas

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL MAKE YOU AN AGENT OF THE FUND, THE INFORMATION AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE MATERIALS ENCLOSED HEREWITH AND THE STATEMENTS SPECIFICALLY SET FORTH IN SUCH MATERIALS.

2

EX-99.(A)(1)(V)

Exhibit (a)(1)(v)

OFFER BY

LMP CORPORATE LOAN FUND INC. (THE “FUND”)

TO PURCHASE FOR CASH UP TO 100% OF THE FUND’S OUTSTANDING

AUCTION RATE CUMULATIVE PREFERRED STOCK, SERIES A AND SERIES B,

AT 90% OF THE LIQUIDATION PREFERENCE

OF $25,000 PER SHARE (OR $22,500 PER SHARE), PLUS ANY UNPAID DIVIDENDS ACCRUED

THROUGH THE TERMINATION DATE

May 26, 2015

To Our Clients:

Enclosed for your consideration is the offer to purchase dated May 26, 2015 (the “Offer to Purchase”), in connection with the offer by the Fund, a Maryland corporation registered under the Investment Company Act of 1940, to purchase for cash up to 100% of the Fund’s Auction Rate Cumulative Preferred Stock, Series A and Series B, par value $0.001 per share (the “Preferred Stock”), at 90% of the liquidation preference of $25,000 per share (or $22,500 per share), plus any unpaid dividends accrued through 5:00 p.m., New York City time, on June 23, 2015, or such later date to which the Offer is extended, upon the terms and subject to the conditions set forth in the offer to purchase dated May 26, 2015 (the “Offer to Purchase”), and the related letter of transmittal (the “Letter of Transmittal” which, together with the Offer to Purchase, as each may be amended and supplemented from time to time, constitute the “Offer”). The Offer by the Fund is conditioned upon (i) an amendment to the Fund’s existing credit facility with State Street Bank and Trust Company and (ii) certain other conditions as outlined in the Offer.

We are the registered holder of record of Preferred Stock held for your account. A tender of such Preferred Stock can be made only by us as the registered holder of record and only pursuant to your instructions. The Offer to Purchase is being furnished to you for your information only and cannot be used by you to tender Preferred Stock held by us for your account.

We request instructions as to whether you wish us to tender all or any Preferred Stock held by us for your account, upon the terms and subject to the conditions set forth in the Offer.

Your attention is invited to the following:

• The purchase price to be paid for the Fund’s Preferred Stock is an amount per share, net to the seller in cash, equal to 90% of the liquidation preference of $25,000 per share (or $22,500 per share), plus any unpaid dividends accrued through 5:00 p.m., New York City time, on June 23, 2015, or such later date to which the Offer is extended. When considering whether to tender Preferred Stock, you should be aware that the payment received pursuant to the Offer will be less than the amount that you would be entitled to receive upon redemption of your Preferred Stock under the terms of the Preferred Stock or upon a liquidation of the Fund (to the extent assets are available in such liquidation).

• The Fund’s Offer and withdrawal rights terminate at 5:00 p.m., New York City time, on June 23, 2015, unless the Offer is extended.

• The Offer is conditioned upon (i) an increase to the Fund’s existing credit facility with State Street Bank and Trust Company and (ii) certain other conditions as outlined in the Offer.

• Upon the terms and subject to the conditions of the Fund’s Offer, the Fund will purchase up to 100% of the Preferred Stock validly tendered (and not withdrawn) on or prior to the Termination Date (as defined in the Offer to Purchase).

• Any stock transfer taxes applicable to the sale of Preferred Stock to the Fund pursuant to the Fund’s Offer will be paid by the Fund, except as otherwise provided in the Offer to Purchase.

• No fees or commissions will be payable to the Fund in connection with the Offer. However, brokers and other nominees who tender Preferred Stock pursuant to your instructions may charge you a fee for doing so.

• Your instructions to us should be forwarded in ample time before the Termination Date to permit us to submit a tender on your behalf.

If you wish to have us tender all or any of your Preferred Stock, please so instruct us by completing, executing, detaching and returning to us the instruction form on the detachable part hereof. If you authorize the tender of your Preferred Stock, all such Preferred Stock will be tendered unless otherwise specified on the detachable part hereof. Your instructions to us should be forwarded as promptly as possible in order to permit us to submit a tender on your behalf in accordance with the terms and conditions of the Offer.

The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Preferred Stock in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction.

Neither the Fund nor the Fund’s Board of Directors (the “Board”) or investment manager are making any recommendation to any holder of Preferred Stock as to whether to tender or refrain from tendering Preferred Stock in the Offer. Each holder of Preferred Stock is urged to read the Offer to Purchase and the Letter of Transmittal and accompanying materials carefully in evaluating the Offer. No person has been authorized to give any information or to make any representations in connection with the Offer other than the materials enclosed herewith and the statements specifically set forth in such materials, and, if given or made, such information or representations may not be relied upon as having been authorized by the Fund or the Board.

Payment for Preferred Stock purchased pursuant to the Offer will in all cases be made only after timely receipt by Deutsche Bank Trust Company Americas (the “Depositary”) of (a) timely confirmation of the book-entry transfer of such Preferred Stock into the account maintained by the Depositary at the Depository (the “Book-Entry Transfer Facility”), pursuant to the procedures set forth in Section 3 of the Offer to Purchase, (b) an Agent’s Message (as defined in the Offer to Purchase), in connection with a book-entry delivery, and (c) any other documents required by the Letter of Transmittal. Accordingly, payment may not be made to all tendering holders of Preferred Stock at the same time depending upon when confirmations of book-entry transfer of such Preferred Stock into the Depositary’s account at the Book-Entry Transfer Facility are actually received by the Depositary.

2

INSTRUCTIONS WITH RESPECT TO OFFER BY

LMP CORPORATE LOAN FUND INC. (THE “FUND”)

TO PURCHASE FOR CASH UP TO 100% OF THE FUND’S OUTSTANDING

AUCTION RATE CUMULATIVE PREFERRED STOCK, SERIES A AND SERIES B,

AT 90% OF THE LIQUIDATION PREFERENCE

OF $25,000 PER SHARE (OR $22,500 PER SHARE), PLUS ANY UNPAID DIVIDENDS ACCRUED

THROUGH THE

TERMINATION DATE

The undersigned acknowledge(s) receipt of the enclosed letter and the offer to purchase dated May 26, 2015 (the “Offer to Purchase”), and related letter of transmittal in connection with the offer by the Fund, a Maryland corporation registered under the Investment Company Act of 1940, to purchase for cash up to 100% of the Fund’s Auction Rate Cumulative Preferred Stock, Series A and Series B, par value $0.001 per share (the “Preferred Stock”), at 90% of the liquidation preference of $25,000 per share (or $22,500 per share), plus any unpaid dividends accrued through 5:00 p.m., New York City time, on June 23, 2015, or such later date to which the Offer is extended, upon the terms and subject to the conditions set forth in the Offer to Purchase and the related letter of transmittal (the “Letter of Transmittal” which, together with the Offer to Purchase, as each may be amended and supplemented from time to time, constitute the “Offer”).

This will instruct you to tender the number of Preferred Stock as indicated below (or if no number is indicated below, all the Preferred Stock) held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer to Purchase and related letter of transmittal.

Fund Name:	SIGN HERE
Series:
CUSIP(S):
Number of Preferred Stock to be Tendered:
amount of Preferred Stock*	Signature(s)
Dated                                                                     , 2015
If known:	Please type or print name(s)
Auction Desk Contact Information:	Please type or print address
Name:
Email Address:	Area Code and Telephone Number
Broker-Dealer that provides instructions to Auction Agent:	Social Security or other Taxpayer Identification Number

PLEASE RETURN THIS FORM TO THE BROKERAGE

FIRM MAINTAINING YOUR ACCOUNT

The method of delivery of this form is at the option and risk of the tendering holder of Preferred Stock. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

* Unless otherwise indicated, it will be assumed that all Preferred Stock held by us for your account is to be tendered. Specify series if more than one series is tendered and not all Preferred Stock held by us for your account are to be tendered.

3

EX-99.(A)(1)(VI)

Exhibit (a)(1)(vi)

Instructions for Withdrawal

of

Previously Tendered Preferred Stock

of

LMP Corporate Loan Fund Inc. (the “Fund”)

If you tendered to the Fund, a Maryland corporation registered under the Investment Company Act of 1940, as amended, in connection with the offer by the Fund to purchase for cash up to 100% of its outstanding shares of Auction Rate Cumulative Preferred Stock, Series A and Series B, par value $0.001 per share (the “Preferred Stock”), at a price equal to 90% of the liquidation preference of $25,000 per share (or $22,500 per share), plus any unpaid dividends accrued through 5:00 p.m., New York City time, on June 23, 2015, or such later date to which the Offer is extended (the “Termination Date”), upon the terms and subject to the conditions set forth in the offer to purchase dated May 26, 2015 (the “Offer to Purchase”), and the related letter of transmittal (the “Letter of Transmittal,” which, together with the Offer to Purchase, each as amended or supplemented from time to time, together constitute the “Offer”), and you wish to withdraw all or any of your Preferred Stock, please fill out the attached Notice of Withdrawal. If your Preferred Stock is registered in the name of your broker, dealer, commercial bank, trust company or other nominee (“Nominee Holder”), contact that Nominee Holder to withdraw your tendered Preferred Stock.

1. Withdrawal. If you have tendered your Preferred Stock pursuant to the Offer, you may withdraw your Preferred Stock previously tendered by completing, executing and sending the attached “Notice of Withdrawal” to the address set forth on the first page of the Notice of Withdrawal. If your Preferred Stock is registered in the name of your broker or other Nominee Holder, contact that Nominee Holder to withdraw your tendered Preferred Stock.

2. Delivery of Notice of Withdrawal. Deutsche Bank Trust Company Americas (the “Depositary”) must receive the Notice of Withdrawal prior to the Termination Date. The method of delivery of any documents related to a withdrawal is at the option and risk of the withdrawing holder of Preferred Stock. Any documents related to a withdrawal will be deemed delivered only when actually received by the Depositary. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery. If your Preferred Stock is registered in the name of your broker or other Nominee Holder, you may need to allow such Nominee Holder additional time to withdraw your tendered Preferred Stock. You should consult your broker or other Nominee Holder to determine if there is an earlier deadline by which you must inform such Nominee Holder of any decision to withdraw your tendered Preferred Stock.

3. Procedures and Signature Guarantee. The Notice of Withdrawal must specify the name of the Fund, the name of the person who tendered the Preferred Stock to be withdrawn, the number of shares of Preferred Stock to be withdrawn and the name of the registered holder of Preferred Stock, if different from that of the person who tendered such Preferred Stock. If the Preferred Stock to be withdrawn has been delivered to the Depositary, a signed notice of withdrawal with (except in the case of Preferred Stock tendered by a firm which is a broker, dealer, commercial bank, credit union, savings association or other entity and which is a member in good standing of a stock transfer association’s approved medallion program (such as STAMP, SEMP or MSP) (each being hereinafter referred to as an “Eligible Institution”)) signatures guaranteed by an Eligible Institution must be submitted prior to the withdrawal of such Preferred Stock. In addition, such notice must specify the name and number of the account at Deutsche Bank Trust Company Americas (the “Book-Entry Transfer Facility”) to be credited with the withdrawn Preferred Stock. If this Notice of Withdrawal is signed by trustees, executors, administrators, guardians, agents, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, should indicate location of signing and must submit proper evidence satisfactory to the Fund of their authority to so act.

NOTICE OF WITHDRAWAL

of Preferred Stock

of

LMP Corporate Loan Fund Inc.

(the “Fund”)

(Auction Rate Cumulative Preferred Stock, Series A and Series B)

Previously Tendered

Pursuant to the Offer to Purchase Dated May 26, 2015

THE WITHDRAWAL DEADLINE IS 5:00 P.M., NEW YORK CITY TIME, ON JUNE 23, 2015, UNLESS

THE OFFER IS EXTENDED

This Notice of Withdrawal is Submitted to:

Deutsche Bank Trust Company Americas

By First Class Mail, By Overnight Courier:

DB Services Americas, Inc.

Attn: Reorganization Unit

5022 Gate Parkway, Suite 200

Jacksonville, FL 32256

If you have any questions regarding this Notice of Withdrawal, please contact Deutsche Bank Trust Company Americas, the Information Agent for the Offer, at (877) 843-9767.

2

DESCRIPTION OF PREFERRED STOCK WITHDRAWN
Enter the Name (and Series if applicable) of Fund:
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank)	Preferred Stock Withdrawn*
	1    ¨     All 2    ¨     Partial:
* Unless otherwise indicated, it will be assumed that all Preferred Stock is being withdrawn.

This Notice of Withdrawal is to be completed if you tendered Preferred Stock of the Fund in connection with the Offer by the Fund and wish to withdraw shares tendered.

¨ CHECK HERE IF YOUR PREFERRED STOCK WAS TENDERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING. PLEASE ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED DELIVERY.

Name(s) of Registered Holder(s):                                                                                      

Window Ticket No. (if any):                                                                                              

Date of Execution of Notice of Guaranteed Delivery:                                                      

Name of Institution which Guaranteed Delivery:                                                             

Signatures are required on the next page.

3

NOTE: SIGNATURE(S) MUST BE PROVIDED BELOW.

PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS

NOTICE OF WITHDRAWAL CAREFULLY.

Name of Fund:                                                                                                                                                                                                                                         

Signature(s) of Owner(s):

Date:            , 2015

Printed Names:

Capacity and Location Signed:                                                                                                                                                                                                           

Address:                                                                                                                                                                                                                                                      

Guarantee of Signature(s)

(Required if Preferred Stock has been delivered to the Depositary)

[For use by financial institutions only. Place medallion guarantee in space below.]

4

EX-99.(B)(1)

Exhibit (b)(1)

CONFORMED REFLECTING AMENDMENT NOS. 1 THROUGH 7

CREDIT AGREEMENT

dated as of August 18, 2008

among

LMP CORPORATE LOAN FUND INC.,

STATE STREET BANK AND TRUST COMPANY,

and the other lending institutions party hereto

and

STATE STREET BANK AND TRUST COMPANY

in its capacity as Agent

TABLE OF CONTENTS

		Page
ARTICLE I. DEFINITIONS			1
SECTION 1.01.	Definitions		1
SECTION 1.02.	Accounting Terms and Determinations		18
ARTICLE II. THE CREDIT			18
SECTION 2.01.	Commitments to Lend		18
SECTION 2.02.	Notice of Borrowings		18
SECTION 2.03.	Notice to Banks; Funding of Loans		19
SECTION 2.04.	Loan Accounts; Notes; Records		20
SECTION 2.05.	Mandatory Payments; Optional Prepayments		21
SECTION 2.06.	Interest Rates		22
SECTION 2.07.	Fees		28
SECTION 2.08.	Termination and Reduction of Commitments		28
SECTION 2.09.	Pricing Changes		24
SECTION 2.10.	General Provisions as to Payments		24
SECTION 2.11.	Computation of Interest and Fees		27
SECTION 2.12.	Withholding Tax Exemption		27
ARTICLE III. CONDITIONS			28
SECTION 3.01.	Effectiveness		28
SECTION 3.02.	All Borrowings		29
SECTION 3.03.	Security		30
ARTICLE IV. REPRESENTATIONS AND WARRANTIES			30
SECTION 4.01.	Existence and Power; Investment Company		30
SECTION 4.02.	Authorization; Execution and Delivery, Etc.		31
SECTION 4.03.	Noncontravention		31
SECTION 4.04.	Governmental Authorizations; Private Authorizations		31
SECTION 4.05.	Regulations T, U and X		31
SECTION 4.06.	Non-Affiliation with Banks		32
SECTION 4.07.	Subsidiaries		32
SECTION 4.08.	Financial Information		32
SECTION 4.09.	Litigation		32

i

TABLE OF CONTENTS

(continued)

		Page
SECTION 4.10.	ERISA		32
SECTION 4.11.	Taxes		32
SECTION 4.12.	Compliance		33
SECTION 4.13.	Fiscal Year		33
SECTION 4.14.	Full Disclosure		33
SECTION 4.15.	ARPS Defeasance and Redemption		33
SECTION 4.16.	Account		33
SECTION 4.17.	Foreign Assets, Control Regulations		34
SECTION 4.18.	Title to Assets		34
ARTICLE V. COVENANTS			34
SECTION 5.01.	Information		34
SECTION 5.02.	Payment of Obligations		35
SECTION 5.03.	Maintenance of Insurance		35
SECTION 5.04.	Conduct of Business and Maintenance of Existence		36
SECTION 5.05.	Compliance with Laws		36
SECTION 5.06.	Inspection of Property, Books and Records		36
SECTION 5.07.	Debt		37
SECTION 5.08.	Liens		37
SECTION 5.09.	Consolidations, Mergers and Sales of Assets		38
SECTION 5.10.	Use of Proceeds		38
SECTION 5.11.	Compliance with Investment Policies and Restrictions		38
SECTION 5.12.	Non-Affiliation with Banks		38
SECTION 5.13.	Regulated Investment Company		38
SECTION 5.14.	No Subsidiary		38
SECTION 5.15.	ERISA		39
SECTION 5.16.	Fiscal Year		39
SECTION 5.17.	Regulation U		39
SECTION 5.18.	Custodian		39
SECTION 5.19.	Asset Coverage		39
SECTION 5.20.	Maximum Amount		39
SECTION 5.21.	Further Assurances		39

ii

TABLE OF CONTENTS

(continued)

		Page
ARTICLE VI. DEFAULTS			39
SECTION 6.01.	Events of Default		39
SECTION 6.02.	Remedies		41
ARTICLE VII. THE AGENT			42
SECTION 7.01.	Appointment and Authorization		42
SECTION 7.02.	Action by Agent		42
SECTION 7.03.	Consultation with Experts		42
SECTION 7.04.	Liability of Agent		42
SECTION 7.05.	Indemnification		43
SECTION 7.06.	Credit Decision		43
SECTION 7.07.	Successor Agent		43
SECTION 7.08.	Agent as Bank		43
SECTION 7.09.	Distribution by Agent		43
SECTION 7.10.	Delinquent Banks		44
ARTICLE VIII. CHANGE IN CIRCUMSTANCES			45
SECTION 8.01.	Additional Costs; Capital Adequacy		45
SECTION 8.02.	Basis for Determining Interest Rate Inadequate or Unfair		46
SECTION 8.03.	Illegality		47
SECTION 8.04.	Base Rate Loans Substituted for Affected LIBOR Loans		47
SECTION 8.05.	Replacement Banks		47
SECTION 8.06.	Indemnity		48
ARTICLE IX. MISCELLANEOUS			48
SECTION 9.01.	Notices		48
SECTION 9.02.	No Waivers		48
SECTION 9.03.	Expenses; Documentary Taxes; Indemnification		48
SECTION 9.04.	Setoff		49
SECTION 9.05.	Amendments and Waivers		49
SECTION 9.06.	Successors and Assigns		50

iii

TABLE OF CONTENTS

(continued)

		Page
SECTION 9.07.	Governing Law; Submission to Jurisdiction; Choice of Forum		52
SECTION 9.08.	WAIVER OF JURY TRIAL		52
SECTION 9.09.	Confidentiality		53
SECTION 9.10.	USA Patriot Act		53
SECTION 9.11.	Miscellaneous		53

Exhibits:

Exhibit A -	Form of Note
Exhibit B -	Form of Notice of Borrowing
Exhibit C -	Form of Notice of Conversion
Exhibit D -	Form of Borrowing Base Report
Exhibit E	Form of Assignment and Acceptance
Schedules:
Schedule 1 -	Addresses for Notices, Lending Offices, Commitment Amounts and Commitment Percentages

iv

CREDIT AGREEMENT

CREDIT AGREEMENT, dated as of August 18, 2008, by and among LMP CORPORATE LOAN FUND INC., a Maryland corporation that is registered under the Investment Company Act of 1940, as amended, as a closed-end management investment company (the “Borrower”), the Banks (as hereinafter defined) party hereto from time to time and STATE STREET BANK AND TRUST COMPANY as agent for the Banks (in such capacity, the “Agent”).

The parties hereto hereby agree as follows:

ARTICLE I.

DEFINITIONS

SECTION 1.01. Definitions. The following terms, as used herein, have the following meanings:

“Act” has the meaning set forth in Section 9.10 hereof.

“Account” means the account that the Custodian has opened and maintains for the Borrower pursuant to the terms and conditions of the Custody Agreement.

“Adjusted LIBOR Offered Rate” applicable to any Interest Period means a rate per annum equal to the quotient obtained (rounded upward, if necessary, to the next higher 1/100 of 1%) by dividing (i) the applicable LIBOR Offered Rate by (ii) 1.00 minus the LIBOR Reserve Percentage. The Adjusted LIBOR Offered Rate shall be adjusted automatically on and as of the effective date of any change in the LIBOR Reserve Percentage.

“Adjusted Net Assets” means, as at any date of determination, an amount equal to (a) the value of the Total Assets of the Borrower minus (b) the Total Liabilities of the Borrower that are not Senior Securities Representing Indebtedness, ARPS or Replacement Equity Securities. For purposes of calculating the Adjusted Net Assets, (x) the amount of any liability included in Total Liabilities shall be equal to the greater of (i) the outstanding amount of such liability and (ii) the fair market value of all assets pledged or otherwise segregated to secure such liability (other than assets pledged or encumbered in favor of the Agent or the Custodian) and (y) the liability in respect of Financial Contracts with a counterparty shall be equal to the net amount, if any, that the Borrower would be obligated to pay to such counterparty thereto if such Financial Contracts and all transactions thereunder terminated at such time in accordance therewith on a complete no-fault basis.

“Adverse Claim” means any Lien or other right or claim in, of or on any Person’s assets or properties (including the segregation thereof or the deposit thereof to satisfy margin or other requirements, provided that “Adverse Claim” shall not include any segregation which (i) is required to prevent a security of the Borrower from constituting a senior security for purposes of the Investment Company Act and (ii) is not a pledge or security interest) in favor of any other Person other than, in the case of the Borrower, Liens permitted under Section 5.08 hereof.

“Affiliate” has the meaning ascribed to the term “Affiliated Person” in the Investment Company Act and the rules and regulations thereunder.

“Aggregate Commitment Amount” means, as of any date, the aggregate of all Commitment Amounts as of such date. On the First Amendment Effective Date, the Aggregate Commitment Amount is $50,000,000.

“Agent” has the meaning set forth in the preamble to this Agreement.

“Amendment Effective Date” means December 11, 2013.

“Applicable Banks” means (a) with respect to each Applicable Margin Change Notice or any Commitment Fee Change Notice that in either case would increase the Applicable Margin or the Commitment Fee Rate, the Required Banks, and (b) with respect to all other Applicable Margin Change Notices and Commitment Fee Change Notices, all Banks.

“Applicable Law” means any Law of any Authority, including, without limitation, all federal and state banking or securities laws, to which the Person in question is subject or by which it or any of its property is bound.

“Applicable Lending Office” means, with respect to any Bank, (a) in the case of its Base Rate Loans, its Domestic Lending Office, and (b) in the case of its LIBOR Loans, its LIBOR Lending Office.

“Applicable Margin” means (a) during the Initial Margin Period, a rate per annum equal to 0.80% per annum, and (b) during each Subsequent Margin Period, if any, a rate per annum equal to the “New Applicable Margin” (as defined in the Applicable Margin Change Notice in respect of the Applicable Margin Change Effective Date which is the first day of such Subsequent Margin Period).

“Applicable Margin Change Effective Date” has the meaning set forth in Section 2.09(a).

“Applicable Margin Change Notice” means a notice from the Agent to the Borrower substantially in the form of Exhibit G.

“ARPS” means the Auction Rate Preferred Shares of the Borrower created by the ARPS Documents.

“ARPS Defeasance” has the meaning set forth in Section 4.15.

“ARPS Documents” means the Articles Supplementary Creating and Fixing the Rights of Auction Rate Cumulative Preferred Shares of the Borrower.

“ARPS Paying Agent” means Deutsche Bank Trust Company Americas in its capacity as “Paying Agent”, within the meaning of the ARPS Documents, for the ARPS.

“ARPS Payoff Letter” means the letter dated as of the date hereof delivered by the ARPS Paying Agent to the Agent in connection with the ARPS Defeasance.

-2-

“ARPS Redemption” means the redemption in full of the outstanding Selected ARPS.

“ARPS Redemption Notice” means one or more notices of redemption with respect to all of the Selected ARPS to be redeemed in accordance with Section 3(a)(i) of the ARPS Documents delivered to the ARPS Paying Agent.

“ARPS Redemption Schedule” means the dates of redemption for the Selected ARPS as set forth in the relevant ARPS Redemption Notice.

“Asset Value” means, as of any day of determination in respect of any asset of the Borrower, the Value of such asset computed in the manner as such Value is required to be computed by the Borrower in accordance with the Borrower’s Valuation Procedures and Applicable Law, including, without limitation, the Investment Company Act; provided that the Asset Value of any asset shall be net of the Borrower’s liabilities relating thereto, including without limitation all of the Borrower’s obligations to pay any unpaid portion of the purchase price thereof.

“Assignee” has the meaning set forth in Section 9.06(c) hereof.

“Assignment and Acceptance” has the meaning set forth in Section 9.06(c) hereof.

“Authority” means any governmental or quasi-governmental authority (including the Financial Industry Regulatory Authority, Inc., the stock exchanges, the SEC and any accounting board or authority (whether or not a part of government) which is responsible for the establishment or interpretation of national or international accounting principles, in each case whether foreign or domestic), whether executive, legislative, judicial, administrative or other, or any combination thereof, including, without limitation, any federal, state, territorial, county, municipal or other government or governmental or quasi-governmental agency, arbitrator, board, body, branch, bureau, commission, corporation, court, department, instrumentality, master, mediator, panel, referee, system or other political unit or subdivision or other entity of any of the foregoing, whether domestic or foreign.

“Authorized Signatory” means any duly authorized officer or other authorized Person of the Borrower, provided that the Agent shall have received a manually signed certificate of an officer of the Borrower bearing a manual specimen signature of such officer or other Person.

“Bank” means each of State Street, each lender named on the signature pages hereof, each Assignee which becomes a Bank pursuant to Section 9.06(c) hereof, and their respective successors.

“Base Rate” means, for any day, the highest of (a) the annual rate of interest announced from time to time by State Street at its head office in Boston, Massachusetts, as its “prime rate”, (b) the Overnight LIBOR Rate as in effect on that day plus the Base Rate Margin and (c)the Federal Funds Rate as in effect from time to time plus the Base Rate Margin.

“Base Rate Loans” means Loans bearing interest calculated by reference to the Base Rate.

-3-

“Base Rate Margin” means the Applicable Margin.

“Benefit Arrangement” means at any time an employee benefit plan within the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan and which is maintained or otherwise contributed to by any member of the ERISA Group.

“Borrower” has the meaning set forth in the preamble hereto.

“Borrowing Base” means, at the relevant time of reference thereto, an amount which is equal to the lesser of (a) 33 1/3% of the Adjusted Net Assets of the Borrower and (b) the sum of the following items to the extent that they are classified as “assets” on the balance sheet of the Borrower in accordance with Generally Accepted Accounting Principles:

(i) 100% of Eligible Cash

(ii) 90% of Eligible Overnight Repurchase Agreements;

(iii) 90% of the aggregate Asset Value of all Eligible Government Securities;

(iv) 90% of the aggregate Asset Value of all Eligible Commercial Paper rated A1 or better by S&P or P1 or better by Moody’s;

(v) 80% of the aggregate Asset Value of all Eligible Senior Loans which have a market value of at least 90% of par value and are not classified as Distressed Assets;

(vi) 80% of the aggregate Asset Value of all Eligible Domestic Debt Securities, Eligible OECD Sovereign Debt Securities and Eligible Guaranteed Debt Securities, in each case rated BBB- or better by S&P or Baa3 or better by Moody’s;

(vii) 70% of the aggregate Asset Value of all Eligible Domestic Debt Securities, Eligible OECD Sovereign Debt Securities and Eligible Guaranteed Debt Securities, in each case rated BB- or better (but lower than BBB-) by S&P or Ba3 or better (but lower than Baa3) by Moody’s;

(viii) 70% of the aggregate Asset Value of all Eligible Senior Loans which have a market value of less than 90% of par value and are not classified as Distressed Assets;

(ix) 60% of the aggregate Asset Value of all Eligible Domestic Debt Securities, Eligible OECD Sovereign Debt Securities and Eligible Guaranteed Debt Securities, in each case rated B- or better (but lower than BB-) by S&P or B3 or better (but lower than Ba3) by Moody’s;

(x) 60% of the aggregate Asset Value of all Eligible Senior Loans which have a market value of at least 90% of par value and are classified as Distressed Assets;

(xi) 50% of the aggregate Asset Value of all Eligible Senior Loans which have a market value of less than 90% of par value and are classified as Distressed Assets;

(xii) 0% of the aggregate Asset Value of all other assets of the Borrower;

-4-

provided, that:

(1) if any security has a lower rating from one agency than from another, the higher rating shall be disregarded for purposes of the foregoing or, if unrated, such security shall, in the reasonable judgment of the Investment Adviser, be of equal credit quality as a rated security which is valued similarly as such unrated security;

(2) if aggregate investments in issuers domiciled (or whose principal place of business is located) outside the United States and/or aggregate investments which are traded outside the United States constitute more than 15% of the Borrowing Base, the amount of such excess shall not be included in the calculation of the Borrowing Base;

(3) if aggregate investments in any one country (other than the United States) constitute more than 10% of the Borrowing Base, the amount of such excess shall not be included in the calculation of the Borrowing Base;

(4) if aggregate investments in direct or indirect participation or subparticipation interests in loans or other extensions of credit constitute more than 10% of the Borrowing Base, the amount of such excess shall not be included in the calculation of the Borrowing Base;

(5) if aggregate investments in Distressed Assets constitute more than 10% of the Borrowing Base, the amount of such excess shall not be included in the calculation of the Borrowing Base;

(6) if the securities of any one issuer (other than the Government of the United States) constitute more than 5% of the Borrowing Base, the amount of such excess shall not be included in the calculation of the Borrowing Base; and

(7) no asset shall be included in the calculation of the Borrowing Base if it constitutes an Illiquid Asset or an asset which is the subject of a reverse repurchase agreement, dollar roll or securities lending transaction.

“Borrowing Base Report” means a Borrowing Base Report for the Borrower signed by an Authorized Signatory of the Borrower and in substantially the form of Exhibit D attached hereto.

“Borrowing Date” means the Domestic Business Day or LIBOR Business Day on which Loans are advanced hereunder as specified in a Notice of Borrowing delivered pursuant to Section 2.02(a) hereof.

“Charter Documents” means, collectively, the articles of incorporation, by-laws and other organizational or governing documents of the Borrower.

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

-5-

“Commitment” means the agreement of each Bank, subject to the terms and conditions of this Agreement, to make Loans to the Borrower hereunder.

“Commitment Amount” means, with respect to each Bank, the amount set forth opposite the name of such Bank on Schedule 1 attached hereto, as such amount may be reduced from time to time pursuant to Section 2.08 or 9.06(c) hereof or increased from time to time pursuant to Section 9.06(c) hereof.

“Commitment Fee Change Effective Date” has the meaning set forth in Section 2.09(b).

“Commitment Fee Change Notice” means a notice from the Agent to the Borrower substantially in the form of Exhibit H.

“Commitment Fee Rate” means (a) during the Initial Fee Period, a rate per annum equal to 0.10%, and (b) during each Subsequent Fee Period, if any, a rate per annum equal to the “New Commitment Fee Rate” (as defined in the Commitment Fee Change Notice in respect of the Commitment Fee Change Effective Date which is the first day of such Subsequent Fee Period).

“Commitment Percentage” means, with respect to each Bank, the percentage set forth opposite the name of such Bank on Schedule 1 attached hereto as such Bank’s percentage of the Aggregate Commitment Amounts of all of the Banks.

“Confidential Material” has the meaning set forth in Section 9.09(a) hereof.

“Covered Person” has the meaning set forth in Section 9.03(b) hereof.

“Custodian” means State Street Bank and Trust Company.

“Custody Agreement” means (a) prior to October 5, 2012, that certain Custodian Services Agreement, dated as of January 1, 2007, among the Borrower, the Custodian and the other parties thereto, as the same may be amended and in effect from time to time, and (b) at all other times, that certain Custodian Services Agreement, dated as of October 5, 2012, among the Borrower, the Custodian and the other parties thereto, as the same may be amended, restated, modified, supplemented or in effect from time to time.

“Debt” of any Person means at any date, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (c) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business, (d) all obligations of such Person as lessee which are or are required to be capitalized in accordance with Generally Accepted Accounting Principles, (e) all Debt of others secured by a Lien on any asset of such Person, whether or not such Debt is assumed or Guaranteed by such Person, (f) all Debt of others Guaranteed by such Person, all obligations to reimburse the issuer in respect of letters of credit or under performance or surety bonds, or other similar obligations, (g) all obligations of such Person in respect of banker’s acceptances and under reverse repurchase agreements, and (h) with respect to any counterparty, the obligations of such Person to such counterparty in respect of Financial Contract Liabilities, and (j) all obligations that are senior securities for purposes of the Investment Company Act; provided, however, that neither the ARPS nor the Replacement Equity Securities shall be considered to be Debt.

-6-

“Default” means any condition or event which constitutes an Event of Default or which with the giving of notice or lapse of time or both would, unless cured or waived, become an Event of Default.

“Delinquent Bank” has the meaning set forth in Section 7.10(a) hereof.

“Distressed Asset” means an asset (i) the obligor of which is the subject of a bankruptcy, insolvency, liquidation or other similar action or proceeding, (ii) which is in default (unless cured or waived) beyond the applicable grace periods, if any, as to payment of principal or interest or other amount owing under the applicable loan documents; provided, however, that if such asset is past due as to the payment of principal or interest or otherwise for a period of time equal to or greater than forty-five (45) consecutive days, such loan asset shall be deemed to constitute a Distressed Asset regardless of whether or not the applicable grace period in respect of such asset has expired, (iii) which is otherwise classified by the Investment Adviser or the Borrower as “non-performing” pursuant to Generally Accepted Accounting Principles, or (iv) in respect of which the related obligor is rated “Caa” or lower by Moody’s or “CCC” or lower by S&P or which, if unrated, are in the reasonable judgment of the Investment Adviser, of equivalent credit quality.

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

“Domestic Business Day” means any day (other than a Saturday or Sunday) on which (a) commercial banks are open for the purpose of transacting business in Boston, Massachusetts and New York, New York and (b) the New York Stock Exchange is open.

“Domestic Lending Office” means, initially, the office of each Bank designated as such on Schedule 1 attached hereto; thereafter such other office of such Bank, if any, located in the United States that shall be making or maintaining Base Rate Loans.

“Effective Date” means the date this Agreement becomes effective in accordance with Section 3.01 hereof.

“Eligible Cash” means cash on hand and held in a deposit account with the Custodian in which the Agent has, for the benefit of the Agent and the Banks, a first priority perfected security interest pursuant to the Security Documents (subject to Liens in favor of the Borrower’s Custodian granted pursuant to the Custody Agreement to secure obligations arising thereunder). “Eligible Cash” shall not include any cash collateral held by Borrower in connection with any securities lending transactions.

“Eligible Commercial Paper” means a note of an issuer domiciled, and having its principal place of business in the United States or elsewhere having a maturity of 270 days or less and which is free and clear of any Adverse Claims and in which the Agent has, for the benefit of the Agent and the Banks, a first priority perfected security interest pursuant to the Security Documents (subject to Liens in favor of the Borrower’s Custodian granted pursuant to the Custody Agreement to secure obligations arising thereunder).

-7-

“Eligible Domestic Debt Securities” means debt securities of issuers domiciled, and having their principal place of business in the United States, including, without limitation, corporate bond obligations, which are free and clear of any Adverse Claims and in which the Agent has, for the benefit of the Agent and the Banks, a first priority perfected security interest pursuant to the Security Documents (subject to Liens in favor of the Borrower’s Custodian granted pursuant to the Custody Agreement to secure obligations arising thereunder), provided that Eligible Domestic Debt Securities shall not include any asset that is a direct or indirect participation or subparticipation interest in or assignment or novation of a loan or other extension of credit that is not a corporate bond obligation.

“Eligible Government Securities” means “government securities” (as defined in the Investment Company Act), which for the purposes hereof shall include any securities issued or guaranteed as to principal or interest by the Government of the United States, which are free and clear of any Adverse Claims and in which the Agent has, for the benefit of the Agent and the Banks, a first priority perfected security interest pursuant to the Security Documents (subject to Liens in favor of the Borrower’s Custodian granted pursuant to the Custody Agreement to secure obligations arising thereunder).

“Eligible Guaranteed Debt Securities” means debt securities guaranteed by the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation, which are free and clear of any Adverse Claims and in which the Agent has, for the benefit of the Agent and the Banks, a first priority perfected security interest pursuant to the Security Documents (subject to Liens in favor of the Borrower’s Custodian granted pursuant to the Custody Agreement to secure obligations arising thereunder).

“Eligible OECD Sovereign Debt Securities” means the sovereign debt obligations of any country that is a member of the OECD, which are free and clear of any Adverse Claims and in which the Agent has, for the benefit of the Agent and the Banks, a first priority perfected security interest pursuant to the Security Documents (subject to Liens in favor of the Borrower’s Custodian granted pursuant to the Custody Agreement to secure obligations arising thereunder).

“Eligible Overnight Repurchase Agreements” means overnight repurchase agreements which are free and clear of any Adverse Claims and in which the Agent has, for the benefit of the Agent and the Banks, a first priority perfected security interest pursuant to the Security Documents (subject to Liens in favor of the Borrower’s Custodian granted pursuant to the Custody Agreement to secure obligations arising thereunder).

“Eligible Senior Loans” means debt securities:

(i) of issuers domiciled and having their principal place of business in the United States;

(ii) with respect to which the interest payable on the principal amount thereof by the related obligor is payable in cash;

(iii) which have a scheduled final maturity date no later than the twelfth anniversary after the related origination date;

-8-

(iv) which are part of a senior credit facility, with respect to which such Loan Asset is not by its terms subordinated (pursuant to contractual provisions or otherwise) to the prior payment of any other liabilities or any equity interests of the related obligor;

(v) which are part of a syndicated credit facility where the sum of the aggregate revolving loan commitment amount plus the aggregate outstanding principal amount of all loans under such facility on the date that the Borrower acquires an interest in such facility is at least equal to $100,000,000;

(vi) which relate to loan documents in which the Borrower’s interest (direct or participating) in the aggregate outstanding principal amount of all loans thereunder is no greater than 33 1/3%;

(vii) in which the Borrower’s interest in all collateral security therefor and principal and interest payments thereunder is no less than pro rata and pari passu with all other lenders in the particular tranche in which the Borrower holds an interest or participants in such tranche, as the case may be;

(viii) in respect of which the credit rating of the related agent or its controlling affiliate at the time that the Borrower acquires an interest therein is no less than “A-” from S&P or “A3” from Moody’s;

(ix) which are priced on each Business Day by Reuters Loan Pricing Corporation;

(x) which are free and clear of any Adverse Claims; and

(xi) in which the Agent has, for the benefit of the Agent and the Banks, a first priority perfected security interest pursuant to the Security Documents (subject to Liens in favor of the Borrower’s Custodian granted pursuant to the Custody Agreement to secure obligations arising thereunder).

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute.

“ERISA Group” means, with respect to the Borrower, the Borrower and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Borrower, are treated as a single employer under Section 414 of the Internal Revenue Code.

“Event of Default” has the meaning set forth in Section 6.01 hereof.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC thereunder, as modified or interpreted by orders of the SEC, or other interpretative releases or letters issued by the SEC or its staff, all as from time to time in effect, or any successor law, rules or regulations, and any reference to any statutory or regulatory provision shall be deemed to be a reference to any successor statutory or regulatory provision.

-9-

“Executive Order” has the meaning set forth in Section 4.17 hereof.

“Failure” has the meaning set forth in Section 7.10(b) hereof.

“Federal Funds Rate” means, for any day, a fluctuating rate per annum equal to the rate appearing on Bloomberg page BTMM as quoted by Garvin Guy Butler as of 9:30 a.m. (Boston time) as the “Federal Funds Ask Rate” (or, if such page is unavailable, on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by the Agent from time to time for purposes of providing quotations or, if such rate is not so published, an interest rate per annum equal to the quotation received by the Agent at approximately 9:30 a.m. (Boston time) on such date from a federal funds broker of recognized standing selected by the Agent in its sole discretion on overnight federal funds transactions.

“Financial Contract Liability” means, at any time, with respect to Financial Contracts with any counterparty, the net amount, if any, that a Person would be obligated, in accordance with such Financial Contracts to which such Person is a party, to pay to such counterparty thereto if such Financial Contracts and all transactions thereunder terminated at such time in accordance therewith on a complete no-fault basis (including, without limitation, any such amounts that would not be recorded as a liability under Generally Accepted Accounting Principles, such as fees payable upon early termination of a Financial Contract).

“Financial Contracts” means option contracts, options on futures contracts, futures contracts, forward contracts, options on foreign currencies, reverse repurchase agreements, securities lending agreements, when-issued securities, swap, swaption, floor, cap, or collar agreements, other similar arrangements and other obligations that would be, but for the segregation of assets thereof, senior securities for purposes of the Investment Company Act.

“First Amendment Agreement” means that certain First Amendment Agreement, dated as of August 17, 2009, among the Borrower, the Banks and the Agent, to the Agreement.

“First Amendment Effective Date” has the meaning set forth in the First Amendment Agreement.

“Foreign Assets Control Regulations” has the meaning set forth in Section 4.17 hereof.

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

“Generally Accepted Accounting Principles” has the meaning set forth in Section 1.02 hereof.

“Government” means, with respect to any sovereignty, the government or any agency or instrumentality thereof.

-10-

“Governmental Authorizations” means all franchises, permits, licenses, approvals, consents and other authorizations of all Authorities.

“Governmental Filings” means all filings, including franchise and similar tax filings, and the payment of all fees, assessments, interests and penalties associated with such filing, with all Authorities.

“Guarantee” by any Person means any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Debt or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation (whether arising by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise) or (b) entered into for the purpose of assuring in any other manner the obligee of such Debt or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part), provided that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning.

“Illiquid Asset” means, as of any date, any asset for which (a) there is no established public or private institutional trading market, such that such asset may be reasonably expected to be sold in such market within seven (7) days in the ordinary course of business at a price approximating the Value of such asset on such date subject only to fluctuations in the market price therefor, (b) the fair market value of such asset is not readily ascertainable from recognized independent sources in the market for such assets, or (c) are otherwise categorized as “illiquid securities” by the Borrower or the Investment Adviser.

“Initial Fee Period” means the period from the Amendment Effective Date to but excluding the first Commitment Fee Change Effective Date, if any.

“Initial Margin Period” means the period from the Amendment Effective Date to but excluding the first Applicable Margin Change Effective Date, if any.

“Interest Period” means, with respect to each LIBOR borrowing, initially the period commencing on the date of such borrowing and ending one, two, three or six months thereafter, as the Borrower may elect in the applicable Notice of Borrowing, and thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such borrowing and ending on the last day of one of the periods set forth above, as the Borrower may elect in the applicable Notice of Conversion, provided that:

(a) any Interest Period which would otherwise end on a day which is not a LIBOR Business Day shall be extended to the next succeeding LIBOR Business Day unless such LIBOR Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding LIBOR Business Day;

(b) any Interest Period which begins on the last LIBOR 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 LIBOR Business Day of a calendar month;

-11-

(c) any Interest Period which would otherwise end after the Termination Date shall end on the Termination Date; and

(d) all LIBOR Loans outstanding at any time shall end on no more than five different dates.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended, or any successor statute and the Treasury regulations promulgated thereunder.

“Investment Adviser” means Legg Mason Partners Fund Advisor, LLC, a limited liability company organized under the laws of the State of Delaware.

“Investment Company Act” means the Investment Company Act of 1940 as amended, and the rules and regulations of the SEC thereunder, as modified or interpreted by orders of the SEC, or other interpretative releases or letters issued by the SEC or its staff, all as from time to time in effect, or any successor law, rules or regulations, and any reference to any statutory or regulatory provision shall be deemed to be a reference to any successor statutory or regulatory provision.

“Investment Policies and Restrictions” means, with respect to the Borrower, the provisions dealing with objectives, policies and restrictions relating to investing and borrowing by the Borrower, as set forth in the Borrower’s Prospectus, as modified by the annual reports of the Borrower, delivered to the Agent prior to the date of this Agreement, in each case as such objectives, policies and restrictions are in effect on the Effective Date, as modified as permitted under this Agreement.

“Law” means any action, code, consent decree, constitution, decree, directive, enactment, finding, guideline, law, injunction, interpretation, judgment, order, ordinance, policy statement, proclamation, promulgation, regulation, requirement, rule, rule of law, rule of public policy, settlement agreement, statute, or writ, of any Authority, or any particular section, part or provision thereof.

“Liabilities” has the meaning set forth in Section 7.05 hereof.

“LIBOR Business Day” means any Domestic Business Day on which commercial banks are open for international business (including dealings in dollar deposits) in London.

“LIBOR Lending Office” means, initially, the office of each Bank designated as such in Schedule 1 hereto; and thereafter such other office of such Bank, if any, that shall be making or maintaining LIBOR Loans.

“LIBOR Loans” means Loans bearing interest calculated by reference to the LIBOR Offered Rate.

“LIBOR Margin” means the Applicable Margin.

-12-

“LIBOR Offered Rate” means, with respect to any LIBOR Loan for any Interest Period, the rate appearing on the Reuters “LIBOR01” screen displaying interest rates for dollar deposits in the London interbank market (or on any successor or substitute page on such screen) at approximately 11:00 a.m., London time two LIBOR Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits in the London interbank market with a maturity comparable to such Interest Period, provided that in the event such rate does not appear on such screen (or on any successor or substitute page on such screen or otherwise on such screen), the “LIBOR Offered Rate” with respect to such LIBOR Loan during such Interest Period shall be determined by reference to such other comparable publicly available service for displaying interest rates applicable to dollar deposits in the London interbank market as may be selected by the Bank or, in the absence of such availability, by reference to the rate at which dollar deposits of $1,000,000 in immediately available funds for a maturity comparable to such Interest Period are offered by the principal office of the Bank to leading banks in the London interbank market at approximately 11:00 a.m., London time, two LIBOR Business Days prior to the commencement of such Interest Period.

“LIBOR Reserve Percentage” means for any day that percentage (expressed as a decimal) which is in effect on such day, at which any lender subject thereto would be required to maintain reserves under Regulation D of the Board of Governors of the Federal Reserve System (or any successor or similar regulations relating to such reserve requirements) against “Eurocurrency Liabilities” (as that term is used in Regulation D), if such liabilities were outstanding.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest (statutory or other) or encumbrance of any kind in respect of such asset, or any preference, priority or other security or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement or any financing lease having substantially the same economic effect as any of the foregoing) with respect to such asset.

“Loans” means the revolving credit loans made or to be made to the Borrower by the Banks pursuant to Section 2.01 hereof.

“Loan Documents” means, collectively, this Agreement, the Notes, the Security Documents, the fee agreement described in Section 2.07(b) hereof and any and all other documents and instruments required to be executed and delivered by the Borrower pursuant to this Agreement, in each case as amended and in effect from time to time.

“Margin Stock” has the meaning assigned to such term in Regulation U.

“Material Adverse Effect” means a material adverse effect on (a) the ability of the Borrower to fully perform its obligations under this Agreement or any of the other Loan Documents to which it is a party, (b) the Agent’s right, title and interest, on behalf of itself and the Banks, in the collateral pledged to it pursuant to the Security Documents, or on the rights and remedies of the Agent or any Bank under this Agreement or under any of the other Loan Documents, (c) the validity or enforceability of this Agreement or any of the other Loan Documents, or (d) the business, financial condition, operations, assets or properties of the Borrower or the Investment Adviser taken as a whole.

-13-

“Maximum Amount” means, as at any date of determination, an amount equal to the least of:

(a) the maximum amount of Debt that the Borrower would be permitted to incur pursuant to Applicable Law, including the Investment Company Act,

(b) the maximum amount of Debt that the Borrower would be permitted to incur without violating the limitations on borrowings adopted by the Borrower in its Investment Policies and Restrictions or elsewhere,

(c) the maximum amount of Debt that the Borrower would be permitted to incur pursuant to any agreements with any Authority, and

(d) the maximum amount of Debt that the Borrower would be permitted to incur without violating Section 5.19 or any other provision of this Agreement,

in each case, as in effect at the time of determination.

“Moody’s” means Moody’s Investors Services, Inc., or any successor performing the same function.

“Multiemployer Plan” means at any time a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA to which any member of the ERISA Group is then making or accruing an obligation to make contributions or has within the preceding five plan years made contributions, including for these purposes any Person which ceased to be a member of the ERISA Group during such five year period.

“Non-Excluded Taxes” has the meaning set forth in Section 2.10(c) hereof.

“Note(s)” has the meaning set forth in Section 2.04(b) hereof.

“Notice of Borrowing” has the meaning set forth in Section 2.02(a) hereof.

“Notice of Conversion” has the meaning set forth in Section 2.02(b) hereof.

“Obligations” means all indebtedness, obligations and liabilities of the Borrower to any of the Banks and the Agent, existing on the date of this Agreement or arising thereafter, direct or indirect, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise, arising or incurred under this Agreement or any of the other Loan Documents or in respect of any of the Loans to the Borrower or any of the Notes or other instruments at any time evidencing any thereof.

“OECD” means the Organisation for Economic Co-operation and Development or any successor organization.

“Overnight LIBOR Rate” means, as of any day, the rate appearing on the Reuters “LIBOR01” screen displaying interest rates for dollar deposits in the London interbank market (or on any successor or substitute page on such screen) at approximately 11:00 a.m., London

-14-

time, as the rate for dollar deposits in the London interbank market with a maturity of one LIBOR Business Day, provided that in the event such rate does not appear on such screen (or on any successor or substitute page on such screen or otherwise on such screen), the “Overnight LIBOR Rate” shall be determined by reference to such other comparable publicly available service for displaying interest rates applicable to dollar deposits in the London interbank market as may be selected by the Bank or, in the absence of such availability, by reference to the rate at which dollar deposits of $1,000,000 in immediately available funds for a term of one LIBOR Business Day are offered by the principal office of the Bank to leading banks in the London interbank market at approximately 11:00 a.m., London time, provided further that in the event such day is not a LIBOR Business Day, then Overnight LIBOR Rate shall be such rate as in effect on the immediately preceding LIBOR Business Day.

“Participant” has the meaning set forth in Section 9.06(b) hereof.

“Person” means an individual, a corporation, a partnership, an association, a trust (or series thereof) or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

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

“Private Authorizations” means all franchises, permits, licenses, approvals, consents and other authorizations of all Persons (other than any Authority) including, without limitation, those of shareholders and creditors and those with respect to trademarks, service marks, trade names, copyrights, computer software programs, technical and other know-how.

“Prospectus” means, collectively, the Borrower’s prospectus and statement of additional information, each dated July 13, 2005 and filed with the SEC pursuant to Rule 497(h) under the Securities Act.

“Regulation T” means Regulation T of the Board of Governors of the Federal Reserve System, as in effect from time to time, and all official rulings and interpretations thereunder and thereof.

“Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System, as in effect from time to time, and all official rulings and interpretations thereunder and thereof.

“Regulation X” means Regulation X of the Board of Governors of the Federal Reserve System, as in effect from time to time, and all official rulings and interpretations thereunder and thereof.

“Remaining ARPS” means all of the ARPS other than the Selected ARPS.

-15-

“Replacement Bank” has the meaning set forth in Section 8.05 hereof.

“Replacement Equity Securities” means future preferred or other equity securities that the Borrower may issue after the Effective Date to refinance all or a portion of the Remaining ARPS in an aggregate amount of up to $35,000,000 which are issued on terms and conditions satisfactory and consented to by the Agent and the Required Banks, such consents not to be unreasonably withheld.

“Representative” has the meaning set forth in Section 9.09(a) hereof.

“Required Banks” means at any time Banks holding at least a majority of the aggregate unpaid principal amount of the Loans at such time or, if no Loans are then outstanding, Banks having at least a majority of the aggregate Commitment Amounts then in effect; provided, however, that for purposes of determining Required Banks, the Commitment Amount or Loans, as the case may be, of each Delinquent Bank shall be disregarded for so long as such Bank remains a Delinquent Bank.

“Reuters Loan Pricing Corporation” means Reuters Loan Pricing Corporation or any successor performing the same function.

“Revolving Credit Period” means the period from and including the Effective Date to but excluding the Termination Date.

“S&P” means Standard & Poor’s, a division of The McGraw Hill Companies, Inc., or any successor performing the same function.

“SEC” means the Securities and Exchange Commission or any other governmental authority of the United States of America at the time administering the Securities Act, the Investment Company Act or the Exchange Act.

“SEC Notice” means one or more notices delivered to the SEC pursuant to Rule 23c-2 under the Investment Company Act, and any applicable advice with respect to notice periods thereunder, of the Borrower’s intention to redeem a portion of the ARPS in accordance with the terms of the ARPS Redemption Notice.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC thereunder, as modified or interpreted by orders of the SEC, or other interpretative releases or letters issued by the SEC or its staff, all as from time to time in effect, or any successor law, rules or regulations, and any reference to any statutory or regulatory provisions shall be deemed to be a reference to any successor statutory or regulatory provision.

“Security Agreement” means that certain Security Agreement, dated as of the date hereof, among the Borrower, the Agent, on behalf of itself and the Banks, and the Custodian, as the same may be amended, restated, modified or supplemented from time to time.

“Security Documents” means, collectively, the Security Agreement and all other security documents hereafter delivered to the Agent granting a Lien on any property of the Borrower to secure the obligations and liabilities of the Borrower under any Loan Document.

-16-

“Selected ARPS” means 1,000 shares of the Borrower’s Series A Auction Rate Cumulative Preferred Shares and 1,000 shares of the Borrower’s Series B Auction Rate Cumulative Preferred Shares.

“Senior Securities Representing Indebtedness” has the meaning set forth in Section 18(g) of the Investment Company Act.

“State Street” means State Street Bank and Trust Company in its capacity as a Bank hereunder.

“Subsequent Fee Period” means, with respect to any Commitment Fee Change Notice, the period commencing on the Commitment Fee Change Effective Date, if any, with respect to such Commitment Fee Change Notice to but excluding the earlier to occur of (a) the Termination Date (as in effect at the commencement of such period), or (b) the Commitment Fee Change Effective Date, if any, immediately succeeding such Commitment Fee Change Effective Date.

“Subsequent Margin Period” means, with respect to any Applicable Margin Change Notice, the period commencing on the Applicable Margin Change Effective Date, if any, with respect to such Applicable Margin Change Notice to but excluding the earlier to occur of (a) the Termination Date (as in effect at the commencement of such period), or (b) the Applicable Margin Change Effective Date, if any, immediately succeeding such Applicable Margin Change Effective Date.

“Subsidiary” means, with respect to a Person, any corporation or other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by such Person.

“Termination Date” means the earlier to occur of (a) the later to occur of December 5, 2014, and the Termination Notice Effective Date, and (b) such earlier date on which the Commitments terminate or are terminated pursuant to the terms hereof.

“Termination Notice” means a notice from the Agent to the Borrower substantially in the form of Exhibit F hereto.

“Termination Notice Effective Date” means the 270th day after the date of delivery of the Termination Notice given pursuant to Section 2.08(c) hereof.

“Total Assets” means, at any date of determination, all assets of the Borrower which in accordance with Generally Accepted Accounting Principles would be classified as assets upon a balance sheet of the Borrower prepared as of such date, valued in accordance with the methods and procedures described in the Borrower’s Valuation Procedures, provided, however, that Total Assets shall not include (a) equipment and (b) deferred organizational and offering expenses.

“Total Liabilities” means, at any date of determination, the sum of all liabilities of the Borrower which in accordance with Generally Accepted Accounting Principles would be classified as liabilities upon a balance sheet of the Borrower prepared as of such date, plus, without duplication, the aggregate amount of the Borrower’s Debt and Financial Contract Liability.

-17-

“Trading with the Enemy Act” has the meaning set forth in Section 4.17 hereof.

“Valuation Procedures” means the Borrower’s Valuation Policies and Procedures in effect on the date of this Agreement or, when effective, the proposed Consolidated Valuation Policies and Procedures presented to the Board of Directors of the Borrower at a meeting of the Board of Directors held on May 23, 2008, in each case copies of which were delivered to the Agent prior to the date of this Agreement, or such other valuation policies and procedures as are otherwise consented to in writing by the Agent (such consent not to be unreasonably withheld, conditioned or delayed).

“Value” has the meaning assigned to such term in Section 2(a)(41) of the Investment Company Act.

SECTION 1.02. Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time in the United States of America (“Generally Accepted Accounting Principles”), applied on a basis consistent (except for changes concurred in by the Borrower’s independent public accountants) with the most recent audited financial statements of the Borrower delivered to the Banks hereunder.

ARTICLE II.

THE CREDIT

SECTION 2.01. Commitments to Lend. Subject to the terms and conditions set forth in this Agreement, each of the Banks severally agrees to lend to the Borrower and the Borrower may borrow, repay and reborrow from time to time during the Revolving Credit Period, upon notice by the Borrower to the Agent given in accordance with Section 2.02(a) hereof, such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts outstanding and all amounts requested) at any one time equal to such Bank’s Commitment Amount, provided that the aggregate principal amount of all Loans outstanding (after giving effect to all amounts requested and the application thereof) (i) shall not exceed at any time the lesser of (a) the Borrowing Base and (b) the Aggregate Commitment Amount; and (ii) shall not cause the Borrower to have an aggregate amount of Debt outstanding that is in excess of the Maximum Amount, in each case in effect at such time. Each borrowing under this Section shall be in an aggregate principal amount of $1,000,000 or any integral multiple of $100,000 in excess thereof and shall be made from the several Banks pro rata in accordance with each Bank’s Commitment Percentage. Each Loan shall mature and become due and payable as provided in Section 2.05 hereof.

SECTION 2.02. Notice of Borrowings. (a) The Borrower shall give the Agent a notice substantially in the form of Exhibit B attached hereto (a “Notice of Borrowing”) not later than 12:00 noon (Boston time) (or telephonic notice not later than 12:00 noon (Boston time)

-18-

confirmed in writing substantially in the form of Exhibit B attached hereto not later than 1:00 p.m. (Boston time)) (i) on the Domestic Business Day of each proposed borrowing of a Base Rate Loan and (ii) on the third LIBOR Business Day before each proposed borrowing of a LIBOR Loan, in each case specifying (1) the date of such borrowing, which shall be a Domestic Business Day in the case of a Base Rate Loan or a LIBOR Business Day in the case of a LIBOR Loan, (2) whether such borrowing shall be of a Base Rate Loan or a LIBOR Loan, (3) the aggregate principal amount of such borrowing, (4) for a LIBOR Loan only, the applicable Interest Period and (5) if applicable pursuant to Section 2.03(b)(ii) hereof, wire instructions. Each Notice of Borrowing or oral request shall constitute a representation and warranty by the Borrower that the conditions set forth in Section 3.02(a) through (d) (and, in the case of the initial Loan to be made hereunder, Section 3.01(b) through (h), (j) and (k)) have been satisfied on the date of such notice and will be satisfied on the date of such borrowing.

(b) The Borrower may elect from time to time to convert any outstanding Base Rate Loan or LIBOR Loan to a Loan of the other type, or to roll over any outstanding LIBOR Loan upon the expiration of an Interest Period with respect thereto, by giving a notice to the Agent substantially in the form of Exhibit C attached hereto (a “Notice of Conversion”) (or telephonic notice confirmed in a writing substantially in the form of Exhibit C attached hereto), provided that (i) with respect to any conversion into or rollover of a LIBOR Loan, the Notice of Conversion shall be given within the time period for the giving of a Notice of Borrowing for a LIBOR Loan as set forth in Section 2.02(a), (ii) no Loan may be converted into or rolled over as a LIBOR Loan (1) if the Interest Period therefor would extend beyond the Termination Date or (2) if an Event of Default has occurred and is continuing (in which case, if the Agent has or the Required Banks have determined in its or their sole discretion not to permit such continuations, such Loan shall automatically become a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of such Event of Default), (iii) a LIBOR Loan may be converted into a Base Rate Loan or rolled over as a LIBOR Loan only on the last day of the Interest Period applicable thereto, and (iv) if the Borrower fails to give a Notice of Conversion for a LIBOR Loan the Borrower shall be deemed to have elected to convert such Loan to a Base Rate Loan on the last day of the Interest Period applicable thereto. Conversions to and from LIBOR Loans shall be in such amounts and pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all LIBOR Loans having the same Interest Period shall equal to $1,000,000 or a larger integral multiple of $100,000.

SECTION 2.03. Notice to Banks; Funding of Loans. (a) Upon receipt of a Notice of Borrowing or an oral request for a borrowing in accordance with Section 2.02(a), the Agent shall promptly notify each Bank of the contents thereof and of such Bank’s ratable share of such borrowing. Such Notice of Borrowing or oral request shall not thereafter be revocable by the Borrower and shall obligate the Borrower to accept the Loans requested from the Banks on the date of such borrowing.

(b) Not later than 2:00 p.m. (Boston time) on the Borrowing Date of each borrowing, each Bank shall make available its share of such borrowing, in federal or other funds immediately available in Boston, to the Agent at its address referred to in

-19-

Section 9.01. Unless the Agent determines that any applicable condition specified in Article III has not been satisfied or waived, the Agent will (i) in the case of any Loan used to effect all or a part of the ARPS Redemption, wire its share of such borrowing and the funds so received from the other Banks to the ARPS Paying Agent for the purpose of the ARPS Redemption, or (ii) in the case of any other Loan, (x) make its share of such borrowing and the funds so received from the other Banks available to the Borrower at the Agent’s aforesaid address or (y) at the election of Borrower as set forth in the applicable Notice of Borrowing, as may be reasonably acceptable to the Agent, wire its share of such borrowing and the funds so received from the other Banks to a third party designated by the Borrower in such Notice of Borrowing, in each case, in federal funds or other funds immediately available to the Borrower, the ARPS Paying Agent or such other third party, as applicable, in each case on the Borrowing Date. The failure or refusal of any Bank to make available to the Agent as provided herein its share of any borrowing shall not relieve any other Bank from its several obligations hereunder.

(c) If any Bank makes a new Loan hereunder on a day on which the Borrower is to repay the principal amount of an outstanding Loan to such Bank, the Bank shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed and the amount being repaid shall be made available by the Agent as provided in clause (a) or remitted by the Borrower to the Bank as provided in Section 2.10 hereof, as the case may be.

(d) Unless the Agent shall have received notice from a Bank prior to any Borrowing Date that such Bank will not make available to the Agent such Bank’s share of such borrowing, the Agent may assume that such Bank has made such share available to the Agent on such date in accordance with clause (b) of this Section and the Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such share available to the Agent, such Bank agrees to repay to the Agent, upon demand, such amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at the Federal Funds Rate. If such Bank shall repay to the Agent such amount, such amount so repaid shall constitute such Bank’s Loan included in such borrowing for purposes of this Agreement. If and to the extent that such Bank shall not have so made such share available to the Agent within three Domestic Business Days after demand by the Agent, the Borrower agrees to repay to the Agent, upon demand, such amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at a rate per annum equal to the interest rate applicable thereto pursuant to Section 2.06 hereof. The provisions of this Section 2.03(d) shall not relieve any such Bank from any liability to the Borrower.

SECTION 2.04. Loan Accounts; Notes; Records. (a) The Loans made by each Bank to the Borrower shall be evidenced by one or more loan accounts or records maintained by such Bank in the ordinary course of business. The Borrower irrevocably authorizes each Bank to

-20-

make or cause to be made, at or about the date of any Loan or at the time of receipt of any payment of principal of any Loan, an appropriate notation on its loan accounts or records, including computer records, reflecting the making of such Loan or (as the case may be) the receipt of such payment. The outstanding amount of the Loans set forth in any such loan accounts or records, including any computer records, maintained by a Bank with respect to the Loans made by it shall, absent manifest error, be prima facie evidence of the principal amount thereof owing and unpaid to the Bank, but the failure to record, or any error in so recording, any such amount on any such loan account or record shall not limit or otherwise affect the obligation of the Borrower hereunder or under the other Loan Documents to make payments of principal of and interest on the Loans when due.

(b) The Borrower hereby agrees that if, in the opinion of any Bank, a promissory note or other evidence of debt is required, appropriate or desirable to reflect or enforce the Debt of the Borrower resulting from the Loans made, or to be made, by such Bank, then, upon request of such Bank, the Borrower shall promptly execute and deliver to such Bank, a promissory note (each, a “Note” and, collectively, the “Notes”) substantially in the form of Exhibit A attached hereto, payable to such Bank in an amount equal to such Bank’s Commitment Amount or, if less, the aggregate unpaid principal amount of such Bank’s Loans, plus interest thereon as provided below, provided, that as a condition to issuing any Note in replacement of a previously issued Note that has been lost, the Borrower may require an indemnity with respect to lost instruments from such Bank, in form and substance satisfactory to the Borrower and its counsel.

(c) The Agent’s records with respect to the Loans, the interest rates applicable thereto, each payment by the Borrower of principal and interest on the Loans and fees, expenses and any other amounts due and payable in connection with this Agreement and the other Loan Documents shall, absent manifest error, be prima facie evidence of the amount of the Loans and the amount of principal and interest paid by the Borrower in respect of the Loans and as to the other information relating to the Loans and amounts paid and payable by the Borrower hereunder and under the other Loan Documents.

SECTION 2.05. Mandatory Payments; Optional Prepayments. (a) Each Loan shall mature, and the principal amount thereof shall be due and payable, on the Termination Date. The Borrower promises to pay on the Termination Date, and there shall become absolutely due and payable on the Termination Date, all of the Loans outstanding on such date, together with all accrued and unpaid interest thereon and other amounts outstanding hereunder.

(b) If at any time the aggregate principal amount of Loans outstanding to the Borrower exceeds the Borrowing Base, the Borrower shall, within three (3) Domestic Business Days, prepay such principal amount of one or more Loans (together with, in the case of LIBOR Loans, accrued interest thereon and the amount, if any, payable pursuant to Section 8.06) as may be necessary so that after such prepayment the aggregate principal amount of Loans outstanding to the Borrower does not exceed the Borrowing Base.

-21-

(c) If at any time the aggregate principal amount of Loans outstanding to the Borrower exceeds the Maximum Amount, the Borrower shall, within three (3) Domestic Business Days, prepay such principal amount of one or more Loans (together with, in the case of LIBOR Loans, accrued interest thereon and the amount, if any, payable pursuant to Section 8.06) as may be necessary so that after such prepayment the aggregate principal amount of Loans outstanding to the Borrower does not exceed the Maximum Amount.

(d) If at any time the aggregate principal amount of Loans outstanding to the Borrower exceeds the Aggregate Commitment Amount or the principal amount of Loans outstanding to any one Bank exceeds the Commitment Amount of such Bank, the Borrower shall promptly, but in any case within one (1) Domestic Business Day, prepay such principal amount of one or more Loans (together with, in the case of LIBOR Loans, accrued interest thereon and the amount, if any, payable pursuant to Section 8.06) as may be necessary to eliminate such excess.

(e) The Borrower may, with notice to the Agent no later than 11:30 a.m. (Boston time) on the Domestic Business Day of such payment in the case of Base Rate Loans and upon at least three LIBOR Business Days’ notice of such payment in the case of LIBOR Loans, prepay any Loans in whole at any time, or from time to time in part in an aggregate principal amount not less than $1,000,000 and in larger integral multiples of $100,000, by paying the principal amount to be prepaid (together with, in the case of LIBOR Loans, accrued interest thereon to the date of prepayment and the amount, if any, payable pursuant to Section 8.06). Each notice delivered by the Borrower pursuant to this paragraph shall be irrevocable; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of other relevant events, in which case such notice may be revoked by the Borrower (by notice to the Agent on or prior to the specified effective date) if such condition is not satisfied. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in such borrowing.

(f) If the Borrower prepays all or any portion of the principal amount of any LIBOR Loan on any day other than the last day of the Interest Period relating thereto, such prepayment shall include the amounts, if any, payable pursuant to Section 8.06.

(g) Upon receipt of a notice of prepayment pursuant to clause (e), the Agent shall promptly notify each Bank of the contents thereof and of such Bank’s ratable share of such prepayment.

(h) Subject to the satisfaction of the conditions set forth in Section 3.02, Loans prepaid prior to the Termination Date may be reborrowed prior to the Termination Date.

SECTION 2.06. Interest Rates. (a) Subject to clause (c) of this Section 2.06, each Base Rate Loan shall bear interest on the outstanding principal amount thereof, for the period

-22-

commencing with the date such Loan is made up to but not including the date such Loan is repaid in full, at a rate per annum equal to the Base Rate as in effect from time to time. Interest on each Base Rate Loan shall be payable in arrears on the first day of each calendar month and on the Termination Date.

(b) Subject to Section 2.06(c) and Section 8.06, each LIBOR Loan shall bear interest on the outstanding principal amount thereof, for the period commencing with the date such LIBOR Loan is made or continued through and including the last day of the Interest Period applicable thereto, at a rate per annum equal to the sum of the LIBOR Margin plus the applicable Adjusted LIBOR Offered Rate. Interest on each LIBOR Loan shall be payable in arrears on the last day of the Interest Period in effect with respect thereto (and, with respect to any LIBOR Loan having an Interest Period in excess of three months, on the last day of each three-month period) and on the Termination Date.

(c) Any overdue principal of (whether at stated maturity, by acceleration or otherwise) and (to the extent permitted by applicable law) interest on the Loans and all other overdue amounts payable hereunder shall bear interest, payable on demand, for each day from and including the date payment thereof was due to but not including the date of actual payment, at a rate per annum equal to two percent (2%) above (i) in the case of overdue principal, the rate of interest otherwise applicable to such Loans pursuant to this Section 2.06 and (ii) in the case of other amounts, the Base Rate, in each case until such amount shall be paid in full (after as well as before judgment).

(d) The Agent shall determine the interest rate applicable to the Loans hereunder and its determination thereof shall be conclusive and binding for all purposes in the absence of manifest error.

SECTION 2.07. Fees. (a) During the Revolving Credit Period, the Borrower shall pay to the Agent for the account of each Bank a commitment fee at the Commitment Fee Rate on the daily amount on the daily amount by which such Bank’s Commitment Amount exceeded the aggregate outstanding principal amount of the Loans made by such Bank (including, in the case of a Delinquent Bank, the principal amount of all Loans with respect to which such Bank is delinquent). Such commitment fee shall accrue from and including the Effective Date to but excluding the Termination Date. Accrued commitment fees payable hereunder shall be payable quarterly in arrears on the last day of each March, June, September and December, commencing on the first such day after the Effective Date, and on the Termination Date.

(b) On the Effective Date, the Borrower shall pay to the Agent, for its own account, a non-refundable structuring fee as agreed upon separately between the Borrower and the Agent.

SECTION 2.08. Termination and Reduction of Commitments. (a) Each Bank’s Commitment Amount permanently shall reduce to $0 and each Bank’s Commitment shall terminate on the Termination Date.

-23-

(b) Subject to Section 2.05(d) hereof, during the Revolving Credit Period, the Borrower may, upon at least three (3) Domestic Business Days’ prior written notice to the Agent, (i) terminate the Commitments at any time, or (ii) reduce from time to time the aggregate Commitment Amounts by an aggregate amount of $1,000,000 or integral multiples of $1,000,000 in excess thereof, whereupon the Commitment Amounts of each of the Banks shall be reduced pro rata in accordance with their Commitment Percentage of the amount specified in such notice or, as the case may be, each Bank’s Commitment shall be terminated. Each notice delivered by the Borrower pursuant to this paragraph shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of other relevant events, in which case such notice may be revoked by the Borrower (by notice to the Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly after receiving any notice of the Borrower delivered pursuant to this Section, the Agent will notify the Banks of the substance thereof. Upon the effective date of any such reduction or termination, the Borrower shall pay to the Agent for the respective accounts of the Banks the full amount of any commitment fee then accrued on the amount of the reduction. No reduction in the Commitment Amounts or termination of the Commitments may be reinstated.

(c) At the request of any Bank at any time, the Agent shall send to the Borrower a Termination Notice.

SECTION 2.09. Pricing Changes. (a) At any time and from time to time the Agent shall, at the request of Applicable Banks, send to the Borrower an Applicable Margin Change Notice, and such Applicable Margin Change Notice shall become effective on the date that is the latest to occur of the following (such latest date with respect to such Applicable Margin Change Notice, the “Applicable Margin Change Effective Date”): (a) the date specified as such in such Applicable Margin Change Notice, (b) the 90th day after the date of such Applicable Margin Change Notice, (c) the 360th day following the Amendment Effective Date, and (d) other than with respect to the first Applicable Margin Change Notice, the 270th day after the immediately preceding Applicable Margin Change Effective Date.

(b) At any time and from time to time the Agent shall, at the request of Applicable Banks, send to the Borrower a Commitment Fee Change Notice, and such Commitment Fee Change Notice shall become effective on the date that is the latest to occur of the following (such latest date with respect to such Commitment Fee Change Notice, the “Commitment Fee Change Effective Date”): (a) the date specified as such in such Commitment Fee Change Notice, (b) the 30th day after the date of such Commitment Fee Change Notice, (c) the 360th day following the Amendment Effective Date, and (d) other than with respect to the first Commitment Fee Change Notice, the 270th day after the immediately preceding Commitment Fee Change Effective Date.

SECTION 2.10. General Provisions as to Payments. (a) The Borrower shall make each payment of principal and interest on the Loans and of fees hereunder and all other amounts due hereunder not later than 12:00 noon (Boston time) on the date when due, in Dollars and in federal or other funds immediately available in Boston, to the Agent at its address referred to in Section 9.01. The Agent shall promptly distribute to each Bank its ratable share of each

-24-

such payment received by the Agent for the account of the Banks. Whenever any payment of principal of, or interest on, Base Rate Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day and interest shall accrue during such extension. Except as otherwise provided in the definition of Interest Period, whenever any payment of principal of, or interest on, LIBOR Loans shall be due on a day which is not a LIBOR Business Day, the date for payment thereof shall be extended to the next succeeding LIBOR Business Day unless such LIBOR Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding LIBOR Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

(b) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may (but it shall not be required to), in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due to such Bank. If and to the extent that the Borrower shall not have so made such payment, each Bank shall repay to the Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Agent, at the Federal Funds Rate.

(c) All payments by the Borrower hereunder and under any of the other Loan Documents shall be made in Dollars without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein, unless the Borrower is required by law (as determined in the good faith discretion of the Borrower or its agent) to make such deduction or withholding. Subject to Section 2.10(d), if any Non-Excluded Taxes are required to be withheld with respect to any amount payable by the Borrower hereunder or under any of the other Loan Documents, the Borrower will pay to the Agent, for the account of the Banks or (as the case may be) the Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Banks or the Agent to receive the same net amount which the Banks or the Agent would have received on such due date had no such Non-Excluded Taxes been required to be withheld. For purposes of this Agreement, “Non-Excluded Taxes” are any taxes, levies, imposts, duties, charges, fees, deductions or withholdings of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein other than net income taxes (however denominated), franchise taxes (imposed in lieu of net income taxes), branch profits taxes and any other similar taxes imposed on the Agent or any Bank (or its Applicable Lending Office) by the jurisdiction under the laws of which the Agent or Bank (or its Applicable Lending Office) is organized or in which its principal office is located or through which it holds the Loans or any political subdivision, taxing authority or other authority thereof or

-25-

therein, or as a result of a present or former connection between the Agent or Bank (or its Applicable Lending Office) and the jurisdiction imposing such tax other than a connection arising solely as a result of the Agent or Bank (or its Applicable Lending Office) having executed, delivered or performed its obligations or received payments under, or enforced, this Agreement. The Borrower will deliver promptly to the Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrower hereunder or under such other Loan Document. If the Borrower reasonably believes that such Non-Excluded Taxes were not correctly or reasonably asserted, the applicable Bank will use reasonable efforts to cooperate with the Borrower to obtain a refund of such taxes (which shall be repaid to the Borrower so long as such efforts would not, in the good faith determination of the Bank, result in any material additional costs, expenses or risks or be otherwise disadvantageous to it).

(d) Notwithstanding anything to the contrary contained in clause (c) of this Section 2.10, the Borrower will not be required to make any additional payment to or for the account of any Bank with respect to any Non-Excluded Taxes under clause (c) (i) by reason of a breach by such Bank of any certification or representation set forth in any form furnished to the Borrower under Section 2.12 or such Bank’s failure or inability to furnish under Section 2.12 an original or an extension or renewal of any form required under Section 2.12 or (ii) if such Non-Excluded Taxes are withholding taxes imposed on amounts payable to such Bank at the time such Bank becomes a party to this Agreement (or designates a new lending office or changes its place of organization or principal office), except to the extent that such Bank’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the Borrower with respect to such Non-Excluded Taxes pursuant to clause (c) of this Section 2.10.

(e) If the Agent or a Bank determines, in its reasonable discretion, that it has received a refund of any taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to clause (c) of this Section 2.10, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under clause (c) of this Section 2.10), net of all out-of-pocket expenses of the Agent or such Bank and without interest (other than any interest paid by the relevant governmental authority with respect to such refund); provided, that the Borrower, upon the request of the Agent or such Bank, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant governmental authority) to the Agent or such Bank in the event the Agent or such Bank is required to repay such refund to such governmental authority. Each Bank agrees, that upon the occurrence of any event giving rise to a tax as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to clause (c) of this Section 2.10, it will use reasonable efforts to mitigate the effect of any such event, including by designating another lending office for any Loan affected by such event and by completing and delivering or filing any tax-related forms which would reduce or eliminate such tax or additional amounts.

-26-

SECTION 2.11. Computation of Interest and Fees. All interest and fees hereunder shall be computed on the basis of a year of 360 days and paid for the actual number of days elapsed, except that, with respect to Base Rate Loans the rate of interest on which 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 Agent’s determination of interest rates shall be conclusive and binding for all purposes, absent manifest error.

SECTION 2.12. Withholding Tax Exemption. (a) Each Bank that is not a Foreign Bank shall deliver to the Borrower (with a copy to the Agent) an original signed, properly completed IRS Form W-9 (or any successor form) certifying that the Bank is not subject to U.S. backup withholding tax, on or prior to the date on which the Bank becomes a Bank under this Agreement, promptly upon the obsolescence, expiration, or invalidity of any form previously delivered by the Bank, and from time to time thereafter upon the request of the Borrower or Agent.

(b) Any Foreign Bank that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other Loan Document shall deliver to the Borrower (with a copy to the Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Agent, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Bank, if requested by the Borrower or the Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Agent, including without limitation, as will enable the Borrower or the Agent to determine whether or not the Bank is subject to backup withholding or information reporting requirements. Without limiting the generality of the foregoing, in the event that the Borrower is resident for tax purposes in the United States, each Foreign Bank shall deliver to the Borrower and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Bank becomes a Bank under this Agreement (and promptly upon the obsolescence, expiration or invalidity of any form or certificate previously delivered by such Foreign Bank or from time to time thereafter upon the request of the Borrower or the Agent), whichever of the following is applicable:

(i) original signed and duly completed copies of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party that reduces or eliminates withholding tax;

(ii) original signed and duly completed copies of Internal Revenue Service Form W-8ECI;

(iii) in the case of a Foreign Bank claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a written certificate that such Foreign Bank is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Borrower within the meaning of section 871(h)(3)(B) of the Internal Revenue Code, or

-27-

(C) a “controlled foreign corporation” receiving interest from a related person within the meaning of section 881(c)(3)(C) of the Internal Revenue Code and (y) original signed and duly completed copies of Internal Revenue Service Form W-8BEN; or

(iv) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in United States federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made.

ARTICLE III.

CONDITIONS

SECTION 3.01. Effectiveness. This Agreement shall become effective on the date that each of the following conditions shall have been satisfied or waived in accordance with Section 9.05 hereof:

(a) receipt by the Agent of counterparts hereof signed by each of the parties hereto;

(b) receipt by the Agent for the account of each Bank, if requested by such Bank, of a duly executed Note dated the Effective Date complying with the provisions of Section 2.04;

(c) receipt by the Agent of (i) a perfection certificate from the Borrower in form and substance reasonably satisfactory to the Agent, (ii) copies of the results of current UCC lien searches (or the equivalent in the applicable jurisdictions), such results to be in form and substance reasonably satisfactory to the Agent; (iii) authorizations to file UCC financing statements (or the equivalent in the applicable jurisdictions), with such financing statements to be in form and substance reasonably satisfactory to the Agent, (iv) control agreements (or the equivalent in the applicable jurisdictions) to the extent applicable, (v) the Security Agreement, and (vi) such other documents, instruments and/or agreements as the Agent may reasonably require to perfect its security interest in the Collateral in the relevant jurisdictions;

(d) receipt by the Agent of the legal opinion of Simpson Thacher & Bartlett LLP, counsel for the Borrower, addressed to the Agent and the Banks and covering such matters relating to the transactions contemplated hereby as the Agent may reasonably request;

(e) receipt by the Agent of a certificate manually signed by an officer of the Borrower to the effect set forth in clauses (b) (if the Borrower is submitting a Notice of Borrowing on the Effective Date), (c) and (d) of Section 3.02, such certificate to be dated the Effective Date and to be in form and substance satisfactory to the Agent;

(f) receipt by the Agent of a manually signed certificate from the Secretary or Assistant Secretary of the Borrower in form and substance satisfactory to the Agent and dated the Effective Date as to the incumbency of, and bearing manual specimen

-28-

signatures of, the Authorized Signatories who are authorized to execute and take actions under the Loan Documents for and on behalf of the Borrower, and certifying and attaching copies of (i) Charter Documents, with all amendments thereto, (ii) the resolutions of the Borrower’s Board of Directors authorizing the transactions contemplated hereby, (iii) the Prospectus, (iv) the investment advisory agreement between the Borrower and the Investment Adviser as then in effect, along with any other investment management or submanagement agreements to which the Borrower is a party as then in effect, (v) the Custody Agreement then in effect and (vi) the Borrower’s Annual Report to Shareholders for the fiscal year ended December 31, 2007;

(g) a legal existence and good standing certificate for the Borrower from the Secretary of State of the State of Maryland, dated as of a recent date;

(h) a copy of the certificate of incorporation of the Borrower, with all amendments, certified as of a recent date by the Secretary of State of the State of Maryland;

(i) the Banks being satisfied in their sole discretion that there has been no material adverse change in the business, assets or financial condition of the Borrower since December 31, 2007;

(j) the Agent shall have received the ARPS Payoff Letter; and

(k) receipt by the Agent of payment of all reasonable fees and expenses (including reasonable fees and disbursements of special counsel for the Agent) then payable hereunder for which invoices have been presented.

The Agent shall promptly notify the Borrower and the Banks of the Effective Date, and such notice shall be conclusive and binding on all parties hereto.

SECTION 3.02. All Borrowings. The obligation of any Bank to make a Loan on the occasion of any borrowing is subject to the satisfaction of the conditions precedent set forth in Section 3.01 (or such conditions being waived in accordance with Section 9.05) and the satisfaction of the following conditions:

(a) receipt by the Agent of a Notice of Borrowing as required by Section 2.02, along with (i) in the case of the initial Loan made hereunder, a current completed Form FR U-1 referred to in Regulation U signed by the Borrower, and (ii) in the case of all Loans made hereunder (including such initial Loan), to the extent required by Regulation U, a current completed Form FR U-1 referred to in Regulation U signed by the Borrower and, if reasonably requested by the Agent, such other information with respect to compliance with Regulation U in form reasonably acceptable to the Agent, including where required by Regulation U a current list of the assets of the Borrower, including all margin stock;

(b) the fact that, immediately after such borrowing, the aggregate outstanding principal amount of the Loans (i) will not exceed the lesser of (A) the

-29-

Borrowing Base and (B) the Aggregate Commitment Amount as in effect on such date; and (ii) will not cause the aggregate amount of the Borrower’s outstanding Debt to exceed the Maximum Amount;

(c) the fact that, immediately before and after such borrowing, no Default or Event of Default shall have occurred and be continuing;

(d) the fact that the representations and warranties of the Borrower contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such borrowing and with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific earlier date, as of such specific date); and

(e) in the case of any Loan made to effect the ARPS Redemption, the Agent shall have received a certificate, dated the Borrowing Date (or a date prior thereto) and signed by an Authorized Signatory, certifying that, prior to the making of such Loan, the Borrower has (i) delivered to the ARPS Paying Agent the ARPS Redemption Notice, which notice shall include the ARPS Redemption Schedule, and (ii) delivered to the SEC the SEC Notice; attaching a true and complete copy of each of the SEC Notice and the ARPS Redemption Notice.

Each borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such borrowing as to the facts specified in clauses (b), (c) and (d) of this Section.

SECTION 3.03. Security. To secure the payment and performance in full of all of its Obligations, the Borrower shall grant to the Agent, for the benefit of itself and the Banks, a security interest in certain of the Borrower’s assets pursuant to the terms of the Security Documents.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants that:

SECTION 4.01. Existence and Power; Investment Company. (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland and has all corporate powers and all authorizations and approvals required to carry on its business as now conducted. The Borrower is duly qualified to do business and is in good standing in each jurisdiction in which the nature of its business, assets, and properties, including without limitation, the performance of the Borrower’s Obligations, requires such qualification, except where failure to be so qualified or in good standing would not be reasonably expected to have a Material Adverse Effect.

(b) The Borrower is a closed-end management investment company registered as such under the Investment Company Act, and the outstanding shares of each class of its stock (i) have been duly issued and are fully paid and non-assessable, (ii) have been duly registered under the Securities Act or sold in transactions exempt

-30-

from registration under the Securities Act, and (iii) have been sold only in states or other jurisdictions in which all filings required to be made under applicable state securities laws have been made.

SECTION 4.02. Authorization; Execution and Delivery, Etc. The execution and delivery by the Borrower of, and the performance by the Borrower of its obligations under this Agreement and each of the other Loan Documents are within its corporate powers, and have been duly authorized by all requisite corporate action by the Borrower. This Agreement and each of the other Loan Documents have been duly executed and delivered by the Borrower, and constitute the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and an implied covenant of good faith and fair dealing.

SECTION 4.03. Noncontravention. Neither the execution and delivery by the Borrower of this Agreement, the other Loan Documents nor the consummation of the transactions herein or therein contemplated, nor compliance with the terms, conditions and provisions hereof or thereof by the Borrower will (a) conflict with, or result in a breach or violation of, or constitute a default under any of the Charter Documents, including the ARPS Documents, (b) conflict with, or result in a violation of, any of the Borrower’s Investment Policies and Restrictions, (c) conflict with or contravene (i) any Applicable Law, (ii) any contractual restriction binding on or affecting the Borrower or any of its assets, or (iii) any order, writ, judgment, award, injunction or decree binding on or affecting the Borrower or any of its assets, (d) result in a breach or violation of, or constitute a default under, or permit the acceleration of any obligation or liability in, or but for any requirement of the giving of notice or the passage of time (or both) would constitute such a conflict with, breach or violation of, or default under, or permit any such acceleration in, any contractual obligation or any agreement or document to which the Borrower is a party or by which it or any of its properties is bound (or to which any such obligation, agreement or document relates), or (e) result in any Adverse Claim upon any asset of the Borrower.

SECTION 4.04. Governmental Authorizations; Private Authorization. The Borrower has obtained all necessary Governmental Authorizations and Private Authorizations, and made all Governmental Filings necessary for the execution and delivery by the Borrower of, and the performance by the Borrower of its obligations under, this Agreement and each of the other Loan Documents and no Governmental Authorization, Private Authorization or Governmental Filing which has not been obtained or made, is required to be obtained or made by the Borrower in connection with the execution and delivery by the Borrower of, or the performance of its obligations under, this Agreement or any of the other Loan Documents.

SECTION 4.05. Regulations T, U and X. The execution, delivery and performance by the Borrower of this Agreement, the Notes and the other Loan Documents and the transactions contemplated hereunder and thereunder will not violate any provision of Regulation T, Regulation U or Regulation X.

-31-

SECTION 4.06. Non-Affiliation with Banks. So far as appears from the records of the Borrower, none of the Borrower or any Affiliate of the Borrower is an Affiliate of any Bank or any Affiliate of any Bank known to the Borrower.

SECTION 4.07. Subsidiaries. The Borrower has no Subsidiaries.

SECTION 4.08. Financial Information. (a) The statement of assets and liabilities of the Borrower, as of December 31, 2007, and the related Statements of Operations and Changes in Net Assets for the fiscal year ended on such date, reported on by KPMG LLP and set forth in the Annual Report for the fiscal year ended on such date, together with the notes and schedules thereto, and each financial statement delivered by the Borrower to the Banks in accordance with Section 5.01, together with the notes and schedules thereto, presents and, when delivered in accordance therewith, will present fairly, in all material respects, in conformity with Generally Accepted Accounting Principles, the financial position of the Borrower as of such date.

(b) Since December 31, 2007, there has been no material adverse change in the business, assets or financial condition of the Borrower.

(c) Each of the financial statements of the Borrower (whether audited or unaudited) delivered to the Banks under the terms of this Agreement fairly present all material contingent liabilities in accordance with Generally Accepted Accounting Principles.

SECTION 4.09. Litigation. There is no action, suit, proceeding or investigation of any kind pending against, or to the knowledge of the Borrower, threatened against or affecting, the Borrower before any court or arbitrator or any Authority which could reasonably be expected to have a Material Adverse Effect.

SECTION 4.10. ERISA. (a) The Borrower has no material liability in respect of any Benefit Arrangement, Plan or Multiemployer Plan subject to ERISA.

(b) Assuming that the sources of the funds for the Loans do not constitute “plan assets” subject to ERISA, no Loan will constitute a “prohibited transaction” under Section 406(a) of ERISA or Section 4975(c)(1)(A)-(D) of the Internal Revenue Code for which an exemption is not available.

SECTION 4.11. Taxes. The Borrower has elected to be treated and qualifies as a “regulated investment company” within the meaning of the Internal Revenue Code. The Borrower has timely filed all material United States federal income tax returns and all other material tax returns which are required to be filed by it, if any, and has paid all taxes due pursuant to such returns, if any, or pursuant to any assessment received by the Borrower, except for any taxes or assessments which are being contested in good faith by appropriate proceedings and with respect thereto adequate reserves have been established in accordance with Generally Accepted Accounting Principles consistently applied or for which non-payment would not reasonably be expected to have a Material Adverse Effect, and the charges, accruals and reserves on the books of the Borrower in respect of taxes or other governmental charges, if any, are, in the opinion of the Borrower, adequate.

-32-

SECTION 4.12. Compliance. (a) The Borrower is in compliance with the Investment Company Act in all material respects except where the necessity of compliance therewith is being contested in good faith by appropriate proceedings or exemptive relief has been obtained therefrom and remains in effect. The Borrower is in compliance with all other Applicable Laws and all of the terms of any applicable licenses and permits issued by, any Authority except where the necessity of compliance therewith is being contested in good faith by appropriate proceedings or exemptive relief has been obtained therefrom and remains in effect or where noncompliance therewith would not be reasonably expected to have a Material Adverse Effect. The Borrower is in compliance with all agreements and instruments to which it is a party or to which any of its properties may be bound, in each case where the violation thereof would be reasonably expected to have a Material Adverse Effect. The Borrower is in compliance in all material respects with all of its Investment Policies and Restrictions.

(b) No Default or Event of Default has occurred and is continuing.

(c) The Borrower is not subject to any Applicable Law (other than the Investment Company Act) which limits its ability to incur Debt hereunder. The Borrower has not entered into any agreement with any Authority limiting its ability to incur Debt hereunder.

SECTION 4.13. Fiscal Year. The Borrower has a fiscal year which is twelve calendar months ending on December 31 of each year.

SECTION 4.14. Full Disclosure. All information heretofore furnished by the Borrower to the Agent and the Banks for purposes of or in connection with this Agreement or any of the other Loan Documents or any transaction contemplated hereby or thereby is, and all such information hereafter furnished by the Borrower to the Agent or the Banks in connection with this Agreement or any of the other Loan Documents will be, when delivered, true and accurate in all material respects on the date as of which such information is stated or certified, and such information does not contain, or will not contain, when delivered, when taken as a whole, any material misrepresentation or any omission to state therein, in light of the circumstances in which they were made, matters necessary to make the statements made therein not misleading in any material respect. The Borrower has disclosed to the Banks in writing all facts which, to the best of the Borrower’s knowledge after due inquiry (to the extent the Borrower can now reasonably foresee), may give rise to the reasonable possibility of a Material Adverse Effect.

SECTION 4.15. ARPS Defeasance and Redemption. Upon the ARPS Redemption, with respect to any particular Selected ARPS, all rights of the record holders of such Selected ARPS as shareholders of the Borrower by reason of the ownership thereof will have ceased and terminated (except their right to receive accumulated but unpaid dividends and the redemption price in respect thereof but without interest), and, by the terms of the ARPS Documents, the Selected ARPS will have ceased to be and will no longer be outstanding (the “ARPS Defeasance”).

SECTION 4.16. Account. All assets of the Borrower that are included in the calculation of the Borrowing Base are held in or credited to the Account.

-33-

SECTION 4.17. Foreign Assets, Control Regulations, Etc. None of the requesting or borrowing of the Loans or the use of the proceeds of any thereof will violate the Trading With the Enemy Act (50 U.S.C. § 1 et seq., as amended) (the “Trading With the Enemy Act”), any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) (the “Foreign Assets Control Regulations”) or any enabling legislation or executive order relating thereto (which for the avoidance of doubt shall include, but shall not be limited to (a) Executive Order 13224 of September 21, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) (the “Executive Order”) and (b) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56)). Furthermore, the Borrower (i) is not and will not become a “blocked person” as described in the Executive Order, the Trading With the Enemy Act or the Foreign Assets Control Regulations and (ii) does not engage and will not engage in any dealings or transactions, or be otherwise associated, with any such “blocked person”.

SECTION 4.18. Title to Assets. The Borrower has good and marketable title to all properties, assets and rights, except where failure to have such title would not reasonably be expected to have a Material Adverse Effect.

ARTICLE V.

COVENANTS

The Borrower agrees that, so long as any Bank has any Commitment hereunder or any amount payable hereunder or under any Note remains unpaid:

SECTION 5.01. Information. The Borrower will deliver to the Agent (along with copies for each of the Banks if such information is not delivered in electronic form):

(a) as soon as available and in any event within 90 days after the end of each fiscal year of the Borrower, a statement of assets and liabilities of the Borrower, including the portfolio of investments, as of the end of such fiscal year, and the related statements of operations and changes in net assets of the Borrower for such fiscal year, together with an audit report thereon issued by KPMG LLP or other independent public accountants of nationally recognized standing;

(b) as soon as available and in any event within 90 days after the end of the first semi-annual period of each fiscal year of the Borrower, a statement of assets and liabilities of the Borrower, including the portfolio of investments, as of the end of such period, and the related statements of operations and changes in net assets of the Borrower of such period, all in reasonable detail, prepared in accordance with Generally Accepted Accounting Principles, consistently applied, and certified (subject to normal year-end adjustments and the absence of footnotes) as to fairness of presentation, Generally Accepted Accounting Principles and consistency by an Authorized Signatory of the Borrower or accompanied by an audit report thereon issued by KPMG LLP or other independent public accountants of nationally recognized standing;

-34-

(c) as soon as available and in any event not later than the fifteenth Domestic Business Day after the end of each fiscal quarter of the Borrower, a Borrowing Base Report as at the end of such fiscal quarter;

(d) simultaneously with the delivery of each set of financial statements referred to in clauses (a) and (b) above and each Borrowing Base Report delivered pursuant to clause (c) above, a certificate of an Authorized Signatory reasonably acceptable to the Banks stating whether any Default or Event of Default exists on the date of such certificate and, if any Default or Event of Default then exists, setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto;

(e) promptly (and in any event within three (3) Domestic Business Days) after any officer of the Borrower obtains knowledge of any Default or Event of Default, if such Default or Event of Default is then continuing, a certificate of an Authorized Signatory setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto;

(f) promptly upon the filing thereof with the SEC or the mailing thereof to shareholders of the Borrower, copies of all annual and semi-annual reports to shareholders, amendments and supplements to the Borrower’s registration statement, the Prospectus, non-routine proxy statements, financial statements and other materials of a financial or otherwise material nature;

(g) promptly upon any officer of the Borrower becoming aware of any action, suit or proceeding of the type described in Section 4.09, notice and a description thereof and copies of any filed complaint relating thereto; and

(h) from time to time such additional information regarding the financial position or business of the Borrower, including without limitation, listing and valuation reports, as the Agent, at the request of any Bank, may reasonably request.

SECTION 5.02. Payment of Obligations. The Borrower will pay and discharge, at or before maturity, all of the Borrower’s material obligations, including, without limitation, tax liabilities, except where the same may be contested in good faith by appropriate proceedings, and where reserves, in accordance with Generally Accepted Accounting Principles, have been provided on the books of the Borrower.

SECTION 5.03. Maintenance of Insurance. The Borrower will maintain with financially sound and reputable insurance companies, policies with respect to its assets and property and business of the Borrower against at least such risks and contingencies (and with no greater risk retentions) and in at least such amounts as are required by the Investment Company Act and, in addition, as are customary in the case of registered closed-end investment companies; and will furnish to the Agent, upon request, information presented in reasonable detail as to the insurance so carried.

-35-

SECTION 5.04. Conduct of Business and Maintenance of Existence. (a) The Borrower will continue to engage in business of the same general type as now conducted by it.

(b) The Borrower will preserve and keep in full force and effect its existence as a Maryland corporation. The Borrower will preserve, renew and keep in full force and effect its rights, privileges and franchises necessary in the normal conduct of its business except where failure to do so would not be reasonably expected to have a Material Adverse Effect. The Borrower will maintain in full force and effect its registration as a closed-end management company under the Investment Company Act.

(c) The Borrower will not amend, terminate, supplement or otherwise modify any of its Charter Documents if such amendment, termination, supplement or modification would reasonably be expected to have a Material Adverse Effect. The Borrower will provide copies to the Agent of all amendments, supplements, terminations and other modifications of any of its Charter Documents, in each case prior to the effective date of any such amendment, supplement, termination or other modification. The Borrower will comply in all material respects with its Charter Documents.

(d) The Borrower will at all times place and maintain the Collateral in the custody of the Custodian subject to the provisions of the Security Agreement.

SECTION 5.05. Compliance with Laws. The Borrower will comply in all material respects with the Investment Company Act and the requirements of any Authority having jurisdiction over the Borrower with respect thereto except where the necessity of compliance therewith is being contested in good faith by appropriate proceedings or exemptive relief has been obtained therefrom and remains in effect. The Borrower will comply in all material respects with all other Applicable Laws and requirements of any Authority having jurisdiction over the Borrower except where the necessity of compliance therewith is contested in good faith by appropriate proceedings, exemptive relief has been obtained therefrom and remains in effect or where noncompliance therewith would not reasonably be expected to have a Material Adverse Effect. The Borrower will file all material federal and other material tax returns, reports and declarations required by all relevant jurisdictions on or before the due dates for such returns, reports and declarations and will pay all taxes due pursuant to such returns and other material governmental assessments and charges as and when they become due (except those that are being contested in good faith by the Borrower and as to which the Borrower has established appropriate reserves on its books and records).

SECTION 5.06. Inspection of Property, Books and Records. The Borrower will keep proper books of record and account in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities in accordance with Applicable Law, including the Investment Company Act, and will permit representatives of the Agent, at the Agent’s expense, to visit and inspect any of its offices, to examine and make abstracts from any of its books and records and to discuss its affairs, finances and accounts with its officers, employees and independent public accountants, at a frequency not more than once every calendar year; provided that, during the continuance of an Event of Default, the Borrower

-36-

will permit representatives of the Agent, or any Bank designated by the Agent, to conduct such examinations, at any time during business hours and with reasonable advance notice, with any reasonable frequency. The right of inspection described in this Section 5.06 shall not apply to any information regarding shareholders of the Borrower to the extent the Borrower is prohibited from providing such information by Regulation S-P, 17 CFR Part 248.

SECTION 5.07. Debt. The Borrower will not create, assume or suffer to exist any Debt other than:

(a) Debt arising under this Agreement, the Notes and the other Loan Documents;

(b) Debt in favor of the Borrower’s Custodian;

(c) Debt in respect of judgments or awards that do not constitute an Event of Default, including any unsecured performance bond in respect of such judgments or awards; and

(d) Debt arising in connection with portfolio investments and investment techniques arising in the ordinary course of the Borrower’s business to the extent that such Debt is permissible under the Investment Company Act and consistent with the Borrower’s Investment Policies and Restrictions, including, without limitation, any Debt arising under reverse repurchase agreements and derivative transactions;

provided that in no event shall the Borrower (i) enter into or utilize Financial Contracts other than in the ordinary course of business for hedging or investment purposes in accordance with its Investment Policies and Restrictions or (ii) issue or be or remain liable for or have outstanding any “senior security” (as defined in the Investment Company Act), except that the Borrower may borrow from the Banks pursuant to this Agreement and may have outstanding, prior to the redemption of the Selected ARPS in accordance with the ARPS Redemption Schedule, the ARPS, and following the redemption of the Selected ARPS in accordance with the ARPS Redemption Schedule, the Remaining ARPS or any Replacement Equity Securities. The Borrower will not at any time issue or have outstanding any preferred stock other than, prior to the redemption of the Selected ARPS in accordance with the ARPS Redemption Schedule, the ARPS, and following the redemption of the Selected ARPS in accordance with the ARPS Redemption Schedule, the Remaining ARPS or any Replacement Equity Securities, and shall at all times comply in all material respects with the terms and conditions pursuant to which the ARPS or any Replacement Equity Securities were issued.

SECTION 5.08. Liens. (a) The Borrower will not create, assume, incur or suffer to exist any Lien on any of its assets (including the income and profits thereof) whether such asset is now owned or hereafter acquired, except (i) Liens of the Agent, on behalf of itself and the Banks, created by or pursuant to any of the Security Documents or any of the other Loan Documents; (ii) Liens for taxes, assessments or other governmental charges or levies the payment of which is not at the time required or which are being contested in good faith by the Borrower and as to which the Borrower has established appropriate reserves on its books and records, (iii) Liens in favor of the Borrower’s Custodian granted pursuant to the Custody

-37-

Agreement to secure obligations arising under such custody agreement, and (iv) encumbrances created in connection with the Borrower’s portfolio investments and investment techniques to the extent not prohibited by the Borrower’s Investment Policies and Restrictions and Section 5.07.

(b) The Borrower will not create, assume, incur or suffer to exist any Lien on any of the Collateral except (i) Liens of the Agent, on behalf of itself and the Banks, created by or pursuant to any of the Security Documents or any of the other Loan Documents and (ii) Liens permitted under Section 5.08(a)(ii) and (iii) above.

SECTION 5.09. Consolidations, Mergers and Sales of Assets. The Borrower will not consolidate or merge with or into any other Person, nor will the Borrower sell, lease or otherwise transfer, directly or indirectly, all or any substantial part of its assets to any other Person (in each case, whether in one transaction or a series of related transactions), except that the Borrower may sell its assets in the ordinary course of business. The Borrower will not invest all of its investable assets in any other closed-end management investment company or otherwise employ a master-feeder or fund of funds investment structure or any other multiple investment company structure in respect of investments of all its investable assets.

SECTION 5.10. Use of Proceeds. Proceeds of Loans may be used only to refinance the Selected ARPS, to leverage the Fund’s investment portfolio and for temporary liquidity needs of the Borrower, in each case in accordance with its registration statement, the Prospectus and Applicable Law and regulations, including, without limitation, Regulation U. Each Loan shall be made in compliance with, and subject to, such Regulation U and no portion of any proceeds of any Loan shall be used directly or indirectly in violation of any provision of any statute, regulation, order or restriction applicable to any Bank or the Borrower.

SECTION 5.11. Compliance with Investment Policies and Restrictions. The Borrower will at all times comply in all material respects with the Investment Policies and Restrictions. The Borrower will not permit any of the Investment Policies and Restrictions that may not be changed without shareholder approval to be changed from those in effect on the Effective Date without the prior written consent of the Required Banks, which consent shall not be unreasonably withheld.

SECTION 5.12. Non-Affiliation with Banks. The Borrower will not at any time become an Affiliate of any Bank or any Affiliate of any Bank known to the Borrower.

SECTION 5.13. Regulated Investment Company. The Borrower will use reasonable best efforts to maintain its status as a “regulated investment company” under the Internal Revenue Code at all times and will use reasonable best efforts to make sufficient distributions to qualify to be taxed as a “regulated investment company” pursuant to subchapter M of the Internal Revenue Code.

SECTION 5.14. No Subsidiary. The Borrower will not have at any time any Subsidiary.

-38-

SECTION 5.15. ERISA. The Borrower will not have any material liability in respect of any Benefit Arrangement, Plan or Multiemployer Plan subject to ERISA.

SECTION 5.16. Fiscal Year. The Borrower will not, without the consent of the Agent (not to be unreasonably withheld) change its fiscal year from that set forth in Section 4.13 hereof.

SECTION 5.17. Regulation U. The Borrower shall deliver to the Agent from time to time, at the Agent’s reasonable request, such documents or information, including a current completed Form FR U-1 referred to in Regulation U and a current list of assets, in each case as reasonably required in order for the Banks to comply with Regulation U.

SECTION 5.18. Custodian. The Custodian will at all times be the Borrower’s custodian.

SECTION 5.19. Asset Coverage. The Borrower will not at any time permit the aggregate amount of Total Liabilities that are Senior Securities Representing Indebtedness to exceed 33 1/3% of its Adjusted Net Assets.

SECTION 5.20. Maximum Amount. The Borrower will not at any time permit the aggregate amount of its outstanding Debt to exceed the Maximum Amount for more than three Domestic Business Days after the occurrence of such event or such shorter time as may be required by Applicable Law.

SECTION 5.21. Negative Pledge. The Borrower will not enter into any agreement prohibiting or limiting the Borrower from encumbering any of its assets, other than (a) this Agreement and the other Loan Documents and (b) any documents or agreements evidencing or governing any Debt permitted by Section 5.07(d) hereof (in which case, any such prohibition or limitation shall not apply to any of the Collateral).

SECTION 5.22. Further Assurances. The Borrower shall execute and deliver all such documents and instruments, and take all such actions, as the Agent may from time to time reasonably request with respect to the transactions contemplated hereunder or under any of the other Loan Documents.

ARTICLE VI.

DEFAULTS

SECTION 6.01. Events of Default. If one or more of the following events (“Events of Default”) shall have occurred and be continuing:

(a) the Borrower shall fail to pay when due (whether at maturity or any accelerated date of maturity or any other date fixed for payment or prepayment) (i) any principal of any Loan or (ii) any interest on any Loan or any fees or any other amount payable hereunder or under any of the other Loan Documents within three (3) Domestic Business Days of the due date therefor; or

-39-

(b) the Borrower shall fail to observe or perform any covenant contained in Section 5.04(b), 5.07, 5.08, 5.09, 5.10, 5.12, 5.14, 5.15, 5.16, 5.17, 5.18, 5.19, 5.20 or 5.21 hereof; or

(c) the Borrower shall fail to observe or perform any covenant or agreement contained in this Agreement or any Loan Document (other than those covered by clauses (a) or (b) above) and such failure shall continue unremedied for a period of thirty (30) days after the occurrence thereof; or

(d) any representation, warranty, certification or statement made (or deemed made) by the Borrower in this Agreement or any other Loan Document or in any certificate, financial statement or other document delivered pursuant to this Agreement or any other Loan Document shall prove to have been incorrect in any material respect when made (or deemed made); or

(e) the Borrower shall fail to make any payment in respect of any Debt of the Borrower in an aggregate amount equal to or in excess of 5% of the Borrower’s then-current Total Assets beyond the period of grace, if any, provided in the instrument or agreement under which such Debt was created; or

(f) any event or condition shall occur which results in the acceleration of the maturity of any Debt of the Borrower which Debt in the aggregate is at least 5% of the Borrower’s then-current Total Assets or enables the holder of such Debt or any Person acting on such holder’s behalf to accelerate the maturity thereof or, in the case of a Financial Contract, (i) enables the non-defaulting party to terminate the contract evidencing such Debt and (ii) such event or condition shall not have been waived or cured by the holder of such Debt within five (5) Domestic Business Days; or

(g) the Borrower shall seek the appointment of a trustee, receiver, liquidator, custodian or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or any of its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or the Borrower shall make a general assignment for the benefit of creditors, or shall fail generally (or admit in writing its inability) to pay its debts as they become due, or shall take any action to authorize any of the foregoing; or

(h) an involuntary case or other proceeding shall be commenced against the Borrower seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of sixty (60) days; or an order for relief shall be entered against the Borrower under the federal bankruptcy laws as now or hereafter in effect; or

-40-

(i) a judgment or order for the payment of money (not paid or, in the reasonable determination of the Agent, fully covered by insurance or other indemnity from a third party) shall be rendered against the Borrower, provided that (i) such judgment or order shall be in excess of 5% of the Borrower’s then-current Total Assets or more and (ii) and such judgment or order shall continue unsatisfied or unstayed for a period of thirty (30) days; or

(j) any investment advisory agreement or management agreement with the Investment Adviser which is in effect on the Effective Date for the Borrower shall terminate, or the Investment Adviser shall cease to be the investment adviser to the Borrower unless the successor thereto is an Affiliate of the Investment Adviser; or

(k) State Street Bank and Trust Company (or any Affiliate thereof) shall cease to be the Custodian of the Borrower; or

(l) the Investment Adviser shall (i) sell or otherwise dispose of all or substantially all of its assets to a Person that is not an Affiliate of the Investment Adviser or (ii) consolidate with or merge into any other Person, unless it is the survivor or such Person is an Affiliate of the Investment Adviser; or

(m) the Agent for any reason shall cease to have a valid and perfected first priority security interest in the Collateral, free and clear of all Adverse Claims other than Liens permitted under Section 5.08; or

(n) if for any reason the ARPS Redemption shall not occur substantially in accordance with the ARPS Redemption Schedule and the ARPS Redemption Notice;

then, and in every such event, the Agent shall (i) if requested by Banks constituting Required Banks by notice to the Borrower terminate the Commitments, and they shall thereupon terminate, and (ii) if requested by Banks constituting Required Banks by notice to the Borrower declare the Loans (together with accrued interest thereon) to be, and the Loans (together with accrued interest thereon) shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; provided that in the case of any of the Events of Default specified in clause (g) or (h) above with respect to the Borrower, automatically without any notice to the Borrower or any other act by the Agent or any Bank, the Commitments shall thereupon terminate and the Loans (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

SECTION 6.02. Remedies. No remedy herein conferred upon the Banks is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of law. In the case any one or more of the Events of Default shall have occurred and be continuing, and whether or not the Banks shall have

-41-

accelerated the maturity of the Loans pursuant to Section 6.01 hereof, each Bank, if owed any amount with respect to the Loans may, with the consent of the Required Banks but not otherwise, proceed to protect and enforce its rights by suit in equity, action at law or other appropriate proceeding, for the specific performance of any covenant or agreement contained in this Agreement or any of the other Loan Documents, including as permitted by applicable law the obtaining of the ex parte appointment of a receiver, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of such Bank.

ARTICLE VII.

THE AGENT

SECTION 7.01. Appointment and Authorization. Each Bank irrevocably appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement, the Notes and the other Loan Documents as are delegated to the Agent by the terms hereof or thereof, together with all such powers as are reasonably incidental thereto. Any reference to an agent for the Banks in, or in connection with, any Loan Document shall be a reference to the Agent.

SECTION 7.02. Action by Agent. The duties and responsibilities of the Agent hereunder are only those expressly set forth herein. The relationship between the Agent and the Banks is and shall be that of agent and principal only, and nothing contained in this Agreement or any of the other Loans Documents shall be construed to constitute the Agent as a trustee for any Bank. Without limiting the generality of the foregoing, the Agent shall not be required to take any action with respect to any Default or Event of Default except as expressly provided in Article VI.

SECTION 7.03. Consultation with Experts. The Agent may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts.

SECTION 7.04. Liability of Agent. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection herewith (i) with respect to liability to one or more Banks only, with the consent or at the request of the Required Banks, or (ii) in the absence of its own gross negligence, bad faith or willful misconduct. Neither the Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (a) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; (b) the performance or observance of any of the covenants or agreements of the Borrower; (c) the satisfaction of any condition specified in Article III, except receipt of items required to be delivered to it; or (d) the validity, enforceability, effectiveness or genuineness of this Agreement, the Notes, the other Loan Documents or any other instrument or writing furnished in connection herewith or therewith. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, telex or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

-42-

SECTION 7.05. Indemnification. Each Bank shall, ratably in accordance with its Commitment Percentage, indemnify the Agent and its affiliates, officers, directors and employees (to the extent not reimbursed by the Borrower) for all claims, liabilities, losses, damages, costs, penalties, actions, judgments and expenses and disbursements of any kind or nature whatsoever, including, without limitation, the reasonable fees and disbursements of counsel (collectively, the “Liabilities”) that such Person may suffer or incur in connection with this Agreement or any of the other Loan Documents or any action taken or omitted by such Person hereunder or thereunder, provided that no Bank shall have any obligation to indemnify any such Person against any Liabilities that are determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Person’s gross negligence, bad faith or willful misconduct, provided, however, that no action taken in accordance with the directions of the Required Banks shall be deemed to constitute gross negligence, bad faith or willful misconduct for purposes of this Section.

SECTION 7.06. Credit Decision. Each Bank acknowledges that it has, independently and without reliance upon the Agent or any other Bank, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Bank also acknowledges that it will, independently and without reliance upon the Agent or any other Bank, 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 any action under this Agreement.

SECTION 7.07. Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks and the Borrower. Upon any resignation of the Agent, the Required Banks shall have the right to appoint a successor Agent with, if no Event of Default has occurred and is continuing, the prior written consent of the Borrower, which consent shall not be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Banks within 30 days after the retiring Agent gives notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of its appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent.

SECTION 7.08. Agent as Bank. In its individual capacity, State Street and any other Bank that serves as a successor Agent hereunder shall have the same obligations and the same rights, powers and privileges in respect of its Commitment and the Loans made by it as it would have were it not also the Agent.

SECTION 7.09. Distribution by Agent. If in the opinion of the Agent the distribution of any amount received by it in such capacity hereunder, under the Notes or under any of the other Loan Documents might involve it in liability, it may refrain from making such distribution until its right to make such distribution shall have been adjudicated by a court of competent jurisdiction. If a court of competent jurisdiction shall adjudge that any amount

-43-

received and distributed by the Agent is to be repaid, each Person to whom any such distribution shall have been made shall either repay to the Agent its proportionate share of the amount so adjudged to be repaid or shall pay over the same in such manner and to such Persons as shall be determined by such court.

SECTION 7.10. Delinquent Banks. (a) Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents, any Bank that (i) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) make available to the Agent its pro rata share of any Loan, or (B) comply with the provisions of Section 9.04 with respect to making dispositions and arrangements with the other Banks, where such Bank’s share of any payment received, whether by setoff or otherwise, is in excess of its pro rata share of such payments due and payable to all of the Banks, in each case as, when and to the full extent required by the provisions of this Agreement, shall be deemed delinquent (a “Delinquent Bank”) and shall be deemed a Delinquent Bank until such time as such delinquency is satisfied. A Delinquent Bank shall be deemed to have assigned any and all payments due to it from the Borrower, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining nondelinquent Banks for application to, and reduction of, their respective pro rata shares of all outstanding Loans. The Delinquent Bank hereby authorizes the Agent to distribute such payments to the nondelinquent Banks in proportion to their respective pro rata shares of all outstanding Loans. A Delinquent Bank shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans of the nondelinquent Banks, the Banks’ respective pro rata shares of all outstanding Loans have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The provisions of this Section 7.10 shall not affect the rights of the Borrower against any such Delinquent Bank.

(b) For purposes of this Section 7.10, a “Failure” of a Bank shall mean (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it, or (iv) an order for relief shall be entered against it under the bankruptcy laws as now or hereafter in effect.

-44-

ARTICLE VIII.

CHANGE IN CIRCUMSTANCES

SECTION 8.01. Additional Costs; Capital Adequacy. (a) If any new law, rule or regulation, or any change after the date hereof in the interpretation or administration of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith issued, promulgated or enacted after the date hereof shall:

(i) subject any Bank (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Loans, its Note or its Commitment, or shall change the basis of taxation of payments to any Bank (or its Applicable Lending Office) of the principal of or interest on its Loans or any other amounts due under this Agreement or its Commitment, in each case except for any tax on, or changes in the rate of tax on the overall net income of, or franchise taxes payable by, such Bank or its Applicable Lending Office or any Non-Excluded Taxes covered by Section 2.10(c); or

(ii) impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) any other condition affecting its Loans, its Note or its Commitment; or

(iii) impose on any Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans or such Bank’s Commitment;

and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making, funding, issuing, renewing, extending or maintaining any Loan or such Bank’s Commitment, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank to be material, then, promptly upon demand by such Bank (and in any event within thirty (30) days after demand by such Bank) and delivery to the Borrower of the certificate required by clause (c) hereof (with a copy to the Agent), the Borrower shall pay to such Bank the additional amount or amounts as will compensate such Bank for such increased cost or reduction.

(b) If any Bank shall determine that any change after the date hereof in any existing applicable law, rule or regulation or any new law, rule or regulation regarding capital adequacy, or any change therein, or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any new request or directive of general applicability regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency issued, promulgated or enacted after the date hereof, has or would have the effect of reducing the rate of return on capital of such Bank (or its parent corporation) as a consequence of such Bank’s obligations hereunder to a level below that which such Bank (or its parent corporation) could have achieved but for such law, change,

-45-

request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, promptly upon demand by such Bank (with a copy to the Agent) (and in any event within thirty (30) days after demand by such Bank) the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its parent corporation) for such reduction.

(c) Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank; provided that the Borrower shall not be required to compensate a Bank pursuant to this Section for any amounts incurred more than three months prior to the date that such Bank notifies the Borrower of such Bank’s intention to claim compensation therefor; and provided further that, if the circumstances giving rise to such claim have a retroactive effect, then such three-month period shall be extended to include the period of such retroactive effect. A certificate of any Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the calculations used in determining such additional amount or amounts shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.

SECTION 8.02. Basis for Determining Interest Rate Inadequate or Unfair. If, on or prior to the first day of any Interest Period for any borrowing of LIBOR Loans, the Agent shall determine or be notified by the Required Banks that:

(a) adequate and reasonable methods do not exist for ascertaining the interest rate applicable for such Interest Period on the basis provided for in the definition of LIBOR Offered Rate, or

(b) the Adjusted LIBOR Offered Rate as determined by the Agent will not adequately and fairly reflect the cost to the Banks of funding their LIBOR Loans for such Interest Period,

the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Banks) to the Borrower and the Banks. In such event, until the Agent notifies the Borrower and the Banks that the circumstances giving rise to such suspension no longer exist, (i) any Notice of Borrowing or Notice of Conversion with respect to LIBOR Loans shall be automatically withdrawn and shall be deemed to be a request for a Base Rate Loan, (ii) each LIBOR Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Base Rate Loan, and (iii) the obligations of the Banks to make LIBOR Loans shall be suspended until the Agent or the Required Banks determine that the circumstances giving rise to such suspension no longer exist, whereupon the Agent or, as the case may be, the Agent at the instruction of the Required Banks, shall so notify the Borrower and the Banks.

-46-

SECTION 8.03. Illegality. If any future applicable law, rule, regulation, treaty or directive, or any change in any present or future applicable law, rule, regulation, treaty or directive, or any change in the interpretation or administration of any present or future applicable law, rule, regulation, treaty or directive by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its LIBOR Lending Office) with any new request or new directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for any Bank (or its LIBOR Lending Office) to make, maintain or fund its LIBOR Loans and such Bank shall so notify the Agent, the Agent shall forthwith give notice thereof to the other Banks and the Borrower, whereupon until such Bank notifies the Borrower and the Agent that the circumstances giving rise to such suspension no longer exist, (a) the commitment of such Bank to make LIBOR Loans or convert Base Rate Loans to LIBOR Loans shall forthwith be suspended, and (b) such Bank’s Loans then outstanding as LIBOR Loans, if any, shall be converted automatically to Base Rate Loans on the last day of the Interest Period applicable to such LIBOR Loans or within such earlier period as may be required by law. Before giving any notice to the Agent pursuant to this Section, such Bank shall designate a different LIBOR Lending Office if such designation will avoid the need for giving such notice and will not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank. If such Bank shall reasonably determine that it may not lawfully continue to maintain and fund any of its outstanding LIBOR Loans to maturity and shall so specify in such notice, the Borrower shall promptly prepay in full the then outstanding principal amount of each such LIBOR Loan, together with accrued interest thereon and any amount payable by the Borrower pursuant to Section 8.06(c). Concurrently with prepaying each such LIBOR Loan, the Borrower shall borrow a Base Rate Loan in an equal principal amount from such Bank (on which interest and principal shall be payable contemporaneously with the related LIBOR Loans of the other Banks), and such Bank shall make such a Base Rate Loan.

SECTION 8.04. Base Rate Loans Substituted for Affected LIBOR Loans. If (a) the obligation of any Bank to make LIBOR Loans has been suspended pursuant to Section 8.03 or (b) any Bank has demanded compensation under Section 8.01(a) with respect to LIBOR Loans and the Borrower shall, by at least two LIBOR Business Days’ prior notice to such Bank through the Agent, have elected that the provisions of this Section shall apply to such Bank, then, unless and until such Bank notifies the Borrower that the circumstances giving rise to such suspension or demand for compensation no longer apply:

(a) all Loans which would otherwise be made by such Bank as LIBOR Loans shall be made instead as Base Rate Loans, and

(b) after each of its LIBOR Loans has been repaid, all payments of principal which would otherwise be applied to repay such LIBOR Loans shall be applied to repay its Base Rate Loans instead.

SECTION 8.05. Replacement Banks. Upon (a) the election of any Bank to request reimbursement by the Borrower for amounts due under Sections 8.01 or 8.03, (b) the suspension of any Bank’s obligation to make, convert to or continue LIBOR Loans or (c) any Bank becoming a Delinquent Bank, the Borrower may, upon prior written notice to the Agent and such Bank, request that the Agent find a replacement Bank which shall be reasonably satisfactory to

-47-

the Agent and the Borrower (a “Replacement Bank”). Each Bank agrees that, should it be identified for replacement pursuant to this Section 8.05, it will promptly execute and deliver all documents and instruments reasonably required by the Borrower to assign such Bank’s Loans and Commitment to the applicable Replacement Bank. The Agent shall cooperate with the Borrower in seeking a Replacement Bank and shall use its best efforts to identify a Replacement Bank and complete the assignment to such Replacement Bank of such Loans and Commitment within 45 days of said written notice.

SECTION 8.06. Indemnity. The Borrower agrees to indemnify each Bank and to hold each Bank harmless from and against any loss, cost or expense (excluding, however, the LIBOR Margin) that such Bank shall sustain or incur as a consequence of (a) default by the Borrower in payment of the principal amount of any LIBOR Loans as and when due and payable, including any such loss or expense arising from interest or fees payable by such Bank to lenders of funds obtained by it in order to maintain its LIBOR Loans, (b) default by the Borrower in making a borrowing or conversion after the Borrower has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion relating thereto in accordance with Section 2.02 or (c) the making of any payment of a LIBOR Loan or the making of any conversion of any such Loan to a Base Rate Loan on a day that is not the last day of the applicable Interest Period with respect thereto, including interest or fees payable by such Bank to lenders of funds obtained by it in order to maintain any such Loans.

ARTICLE IX.

MISCELLANEOUS

SECTION 9.01. Notices. All notices, requests, consents and other communications to any party hereunder shall be in writing (including facsimile transmission or similar writing) and shall be given to such party at its address or telex number or facsimile number set forth on Schedule 1 attached hereto. Each such notice, request, consent or other communication shall be effective (a) if given by facsimile, when such facsimile is transmitted to the facsimile number specified in this Section and the appropriate confirmation is received, (b) if given by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid or (c) if given by any other means, when delivered at the address specified in this Section; provided that notices to the Agent under Article II or Article VII shall not be effective until received.

SECTION 9.02. No Waivers. No failure or delay by the Agent or any Bank in exercising any right, power or privilege hereunder or under any Notes shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

SECTION 9.03. Expenses; Documentary Taxes; Indemnification. (a) The Borrower shall promptly pay (i) all reasonable and documented out-of-pocket expenses of the Agent, including reasonable fees and disbursements of special counsel for the Agent, in connection with the preparation, negotiation and closing of this Agreement and the Loan Documents, the syndication of the facility established hereby, any waiver or consent hereunder or any amendment hereof or thereof or any waiver of any Default or Event of Default or alleged

-48-

Default or Event of Default hereunder, and any amendment or termination hereof or thereof and (ii) if a Default or an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Agent and each Bank, including reasonable fees and disbursements of counsel (including reasonable allocated costs of in-house counsel), in connection with such Default or Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The Borrower shall indemnify each Bank against any transfer taxes, documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement or the Notes.

(b) The Borrower agrees to indemnify the Agent, each Bank and each of their affiliates, officers, directors and employees (each, a “Covered Person”) and hold each Covered Person harmless from and against any and all Liabilities which may be incurred by or asserted or awarded against such Covered Person, in each case arising out of or in connection with any investigative, administrative or judicial proceeding (whether or not such Covered Person shall be designated a party thereto) relating to or arising out of this Agreement or the Loan Documents or any actual or proposed use of proceeds of Loans hereunder, provided that no Covered Person shall have the right to be indemnified hereunder for Liabilities that are determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Covered Person’s gross negligence, bad faith or willful misconduct.

SECTION 9.04. Setoff. During the continuance of any Event of Default, any deposits or other sums credited by or due from any of the Banks to the Borrower (subject, in the case of State Street, to any agreements or limitations applicable to the Custodian’s rights with respect to any such deposits which are contained in, and solely to the extent that such deposits constitute collateral subject to, any control agreement (i) entered into prior to the date hereof among the Custodian, the Borrower and one or more third parties or (ii) entered into hereafter among the Custodian, the Borrower and one or more third parties that does not contain a waiver or prohibition of State Street’s right of setoff with respect to such deposits) may be applied to or setoff by such Bank against the payment of the Obligations of the Borrower to such Bank. Each of the Banks agrees with each other Bank that if such Bank shall receive from the Borrower whether by voluntary payment, exercise of the right of setoff, counterclaim, cross action, or enforcement of a claim based on the Obligations owing to such Bank by proceedings against the Borrower at law or in equity or by proof thereof in bankruptcy, reorganization, liquidation, receivership or similar proceedings, or otherwise, and shall retain and apply to the payment of the Obligations owing to such Bank any amount in excess of its ratable portion of the payments received by all of the Banks with respect to the Obligations owed to all of the Banks, such Bank will make such disposition and arrangements with the other Banks with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank receiving in respect of the Obligations owing to it its proportionate payment as contemplated by this Agreement; provided that if all or any part of such excess payment is thereafter recovered from such Bank, such disposition and arrangements shall be rescinded and the amount restored to the extent of such recovery, but without interest.

SECTION 9.05. Amendments and Waivers. Any provision of this Agreement or any of the other Loan Documents may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by the Borrower and the Required Banks (and, if the rights or

-49-

duties of the Agent are affected thereby, by the Agent); provided that no such amendment or waiver shall, unless signed by each affected Bank (a) increase the Commitment Amount of any Bank (except as provided in Section 9.06(c)) or subject any Bank to any additional obligation, (b) reduce or forgive the principal of or rate of interest on any Loan or any fees to the Banks hereunder (other than the application of the default rate of interest pursuant to Section 2.06(c)), (c) postpone the date fixed for any payment of principal of or interest on any Loan or any fees to the Banks hereunder or for the termination of the Commitments (other than pursuant to Section 2.08(b)), or (d) change the percentage of the Commitment Amounts or of the aggregate unpaid principal amount of the Loans, or the number of Banks, which shall be required for the Banks or any of them to take any action under this Section or any other provision of this Agreement. No delay or omission on the part of any Bank or any holder hereof in exercising any right hereunder shall operate as a waiver of such right or of any other rights of such Bank or such holder, nor shall any delay, omission or waiver on any one occasion be deemed a bar or waiver of the same or any other right on any further occasion.

SECTION 9.06. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Borrower may not assign or otherwise transfer any of its rights under this Agreement without the prior written consent of all of the Banks

(b) Subject to clause (f) below, any Bank may at any time grant to one or more commercial banks (each a “Participant”) participating interests in its Commitment or all of its Loans. In the event of any such grant by a Bank of a participating interest to a Participant, whether or not upon notice to the Borrower and the Agent, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrower and the Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement described in clause (a), (b), (c) or (d) of Section 9.05 without the consent of the Participant. The Borrower agrees that each Participant shall, to the extent provided in its participation agreement, be entitled to the benefits of Article VIII with respect to its participating interest; provided that no Participant shall be entitled to receive an amount greater than its pro rata share of any amount the selling Bank would have received hereunder had no participation been sold (and each Participant shall be required to satisfy any requirements the selling Bank is required to satisfy to receive such benefits). An assignment or other transfer which is not permitted by clause (c) or (d) below shall be given effect for purposes of this Agreement only to the extent of a participating interest granted in accordance with this clause (b).

(c) Subject to clause (f) below, any Bank may at any time assign to one or more banks (each an “Assignee”) all, or a proportionate amount of at least $5,000,000 of all, of its rights and obligations under this Agreement and the Notes, and such

-50-

Assignee shall assume such rights and obligations, pursuant to an Assignment and Acceptance (each an “Assignment and Acceptance”) in substantially the form of Exhibit E attached hereto executed by such Assignee and such transferor Bank, with, if no Event of Default has occurred and is continuing, the written consent of the Borrower, which consent shall not be unreasonably withheld or delayed, and of the Agent, which consent shall not be unreasonably withheld or delayed; provided that no such consent of the Borrower or the Agent shall be required if the Assignee is an Affiliate of the transferor Bank. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Bank of an amount equal to the purchase price agreed between such transferor Bank and such Assignee with respect to the interest assigned, such Assignee shall be a Bank party to this Agreement (in addition to any interest of such Bank held prior to such assignment) and shall have all the rights and obligations of a Bank with the Commitment Amount as set forth in such instrument of assumption (in addition to any interest of such Bank held prior to such assignment), and the transferor Bank shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this clause (c), the transferor Bank, the Agent and the Borrower shall make appropriate arrangements so that, if required, new Notes are issued to the Assignor and the Assignee, and the Agent shall be authorized to revise Schedule 1 to reflect such assignment and to circulate such revised Schedule 1 to the Banks and the Borrower, which revised Schedule 1 shall be deemed to be a part hereof and shall be incorporated by reference herein. In connection with any such assignment, the transferor Bank shall pay to the Agent an administrative fee for processing such assignment in the amount of $3,000. The Assignee shall, prior to the date of consent of the Borrower to the assignment, deliver to the Borrower and the Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 2.12 (and shall thereafter be subject to the requirements thereof).

(d) Without notice to or consent of any Person, any Bank may at any time assign all or any portion of its rights under this Agreement, and its Note, to a federal Reserve Bank. No such assignment shall release the transferor Bank from its obligations hereunder.

(e) No Assignee, Participant or other transferee of any Bank’s rights shall be entitled to receive any greater payment under Section 2.10(c) or Section 8.01 than such Bank would have been entitled to receive with respect to the rights transferred, unless such transfer is made with the Borrower’s prior written consent.

(f) No bank may become an Assignee pursuant to clause (c) above unless such bank constitutes a “bank” (as such term is used in Section 18(f)(1) of the Investment Company Act) in the reasonable judgment of the Borrower and the Agent. No Person may become a Participant or an Assignee pursuant to clause (b) or (c) above if that Person is an Affiliate of the Borrower.

(g) The Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Acceptance delivered to it

-51-

and a register for the recordation of the names and addresses of the Banks, and the Commitment of, and principal amount of the Loans owing to, each Bank pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive in the absence of manifest error, and the Borrower, the Agent and the Banks may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and the Banks, at any reasonable time and from time to time upon reasonable prior notice.

SECTION 9.07. Governing Law; Submission to Jurisdiction. This Agreement and each of the other loan documents are contracts under the laws of The Commonwealth of Massachusetts and shall for all purposes be construed in accordance with and governed by the laws of said Commonwealth of Massachusetts (excluding the laws applicable to conflicts of law). Each of the Borrower, the Banks and the Agent agrees that any suit for the enforcement of this agreement or any of the other Loan Documents or any other action brought by such person arising hereunder or in any way related to this agreement or any of the other Loan Documents whether sounding in contract, tort, equity or otherwise, shall be brought in the courts of The Commonwealth of Massachusetts or the federal court sitting therein, and consents to the non-exclusive jurisdiction of such court and the service of process in any suit being made upon such person by mail at the address specified in Section 9.01. Each of the Borrower, the Banks and the Agent hereby waives any objection that it may now or hereafter have to the venue of any suit brought in Suffolk County, Massachusetts or any court sitting therein or that a suit brought therein is brought in an inconvenient court.

SECTION 9.08. WAIVER OF JURY TRIAL. EACH OF THE BORROWER, THE AGENT AND THE BANKS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. Except as prohibited by law, the Borrower hereby waives any right it may have to claim or recover in any litigation referred to in the preceding sentence any special, exemplary, punitive or consequential damages or any damages other than, or in addition to, actual damages. The Borrower (a) certifies that no representative, agent or attorney of any Bank or the Agent has represented, expressly or otherwise, that such Bank or the Agent would not, in the event of litigation, seek to enforce the foregoing waivers and (b) acknowledges that the Agent and the Banks have been induced to enter into this Agreement and the other Loan Documents to which it is a party by, among other things, the waivers and certifications contained herein.

-52-

SECTION 9.09. Confidential Information. (a) Each Bank agrees that any information, documentation or materials provided by the Borrower or the Borrower’s Affiliates, employees, agents or representatives (“Representatives”) disclosing the portfolio holdings of the Borrower or disclosing other non-public information pursuant to this Agreement or the Loan Documents (“Confidential Material”), whether before or after the date of this Agreement, shall be treated confidentially, using the same degree of care that such Bank uses to protect its own similar material.

(b) Such Confidential Information may be disclosed to Representatives of each Bank who need to know such information in connection with the transactions contemplated herein or in connection with managing the relationship of such Bank or its Affiliates with the Borrower (it being understood that the Bank will inform such Representatives when such disclosure is made of the confidential nature of such information and will cause such Representatives to comply with the provisions of this Section 9.09) but shall not be disclosed to any third party and may not be used for purposes unrelated to the transactions contemplated by the Loan Documents, including without limitation for the purposes of buying or selling securities, including shares issued by the Borrower; provided, however, that the Banks may disclose Confidential Material to (i) the Federal Reserve Board pursuant to applicable rules and regulations promulgated by the Federal Reserve Board (which, as of the Effective Date, require a filing of a list of all Margin Stock which directly or indirectly secures a Loan), (ii) the extent required by statute, rule, regulation or judicial process, (iii) counsel for any of the Banks or the Agent in connection with this Agreement or any of the other Loan Documents, (iv) bank examiners, auditors and accountants, or (v) any Assignee or Participant (or prospective Assignee or Participant) as long as such Assignee or Participant (or prospective Assignee or Participant) first agrees to be bound by the provisions of this Section 9.09.

Each Bank agrees to promptly provide such information as is reasonably requested by the Borrower in order for the Borrower to monitor (as required by applicable law) whether the Bank’s use of Confidential Material complies with this Section 9.09.

SECTION 9.10. USA Patriot Act. Each Bank that is subject to the Act (as hereinafter defined) and the Agent (for itself and not on behalf of any Bank) hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Bank or the Agent, as applicable, to identify the Borrower in accordance with the Act.

SECTION 9.11. Miscellaneous. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of an executed signature page of this Agreement by email or facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. This Agreement and each of the other Loan Documents constitute the entire agreement and understanding among the parties hereto and supersede any and all prior agreements and understandings, oral or written, relating to the subject matter hereof. The

-53-

provisions of this Agreement are severable and if any one clause or provision hereof shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction, and shall not in any manner affect such clause or provision in any other jurisdiction, or any other clause or provision of this Agreement in any jurisdiction.

[Signature page follows.]

-54-

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

LMP CORPORATE LOAN FUND INC.
By:
	Name:
	Title:
STATE STREET BANK AND TRUST COMPANY, individually and as Agent
By:
	Name:
	Title:

SCHEDULE 1

BORROWER:

LMP CORPORATE LOAN FUND INC.

Legg Mason, Inc.

620 8th Avenue

49th Floor

New York, NY 10018

Attn: Mr. William Renahan

Tel: (212) 805-6024

Fax: (877) 298-1171

E-mail: wrenahan@leggmason.com

BANKS:	COMMITMENT AMOUNT		COMMITMENT PERCENTAGE
STATE STREET BANK AND TRUST COMPANY	$	50,000,000		100	%

For funding or payment notices:

Domestic Lending Office:

Mutual Fund Lending Department

Copley Place, Tower 2

Boston, MA 02206

Attn: Robyn A. Shepard, Assistant Vice

President - CSU Manager

Tel: (617) 937-8806

Fax: (617) 988-6677

Email: rashepard@statestreet.com

LIBOR Lending Office:

Mutual Fund Lending Department

Copley Place, Tower 2

Boston, MA 02206

Attn: Robyn A. Shepard, Assistant Vice

President - CSU Manager

Tel: (617) 937-8806

Fax: (617) 988-6677

Email: rashepard@statestreet.com

For all other notices:

Mutual Fund Lending Department

Copley Place Tower 2

Boston, MA 02206

Attn: James Reichert

Tel: (617) 937-8831

Fax: (617) 937-8889

-2-

EXHIBIT A

FORM OF NOTE

U.S. $[            ]                     , 20    

FOR VALUE RECEIVED, LMP CORPORATE LOAN FUND INC., a Maryland corporation (the “Borrower”), hereby promises to pay to [INSERT NAME OF BANK] (the “Bank”) at the head office of the Agent (as defined below) at Copley Place Tower 2, Boston, Massachusetts 02206:

(a) on the Termination Date (as defined in the Credit Agreement referred to below) the principal amount of [INSERT COMMITMENT AMOUNT] (U.S. $            ) or, if less, the aggregate unpaid principal amount of Loans advanced by the Bank to the Borrower pursuant to the Credit Agreement, dated as of August 18, 2008 (as amended and in effect from time to time, the “Credit Agreement”), among the Borrower, the Bank, other banks parties thereto and State Street Bank and Trust Company, as agent (the “Agent”);

(b) the principal outstanding hereunder from time to time at the times provided in the Credit Agreement; and

(c) interest on the principal balance hereof from time to time outstanding from the Effective Date (as defined in the Credit Agreement) through and including the Termination Date at the times and at the rates provided in the Credit Agreement.

This Note evidences borrowings under and has been issued by the Borrower in accordance with the terms of the Credit Agreement. The Bank and any permitted holder hereof are entitled to the benefits of the Credit Agreement and the other Loan Documents, and may enforce the agreements of the Borrower contained therein, and any permitted holder hereof may exercise the respective remedies provided for thereby or otherwise available in respect thereof, all in accordance with the respective terms thereof. All capitalized terms used in this Note and not otherwise defined herein shall have the same meanings herein as in the Credit Agreement.

The Borrower irrevocably authorizes the Bank to make or cause to be made, at or about the date of any Loan or at the time of receipt of any payment of principal of this Note, an appropriate notation on the grid attached to this Note, or the continuation of such grid, or any other similar record, including computer records, reflecting the making of such Loan or (as the case may be) the receipt of such payment. The outstanding amount of the Loans set forth on the grid attached to this Note, or the continuation of such grid, or any other similar record, including computer records, maintained by the Bank with respect to any Loans shall, absent manifest error, be prima facie evidence of the principal amount thereof owing and unpaid to the Bank, but the failure to record, or any error in so recording, any such amount on any such grid, continuation or other record shall not limit or otherwise affect the obligation of the Borrower hereunder or under the Credit Agreement to make payments of principal of and interest on this Note when due.

The Borrower has the right in certain circumstances and the obligation under certain other circumstances to prepay the whole or part of the principal of this Note on the terms and conditions specified in the Credit Agreement.

If any one or more of the Events of Default shall occur and be continuing, the entire unpaid principal amount of this Note and all of the unpaid interest accrued thereon may become or be declared due and payable in the manner and with the effect provided in the Credit Agreement.

No delay or omission on the part of the Bank or any holder hereof in exercising any right hereunder shall operate as a waiver of such right or of any other rights of the Bank or such holder, nor shall any delay, omission or waiver on any one occasion be deemed a bar or waiver of the same or any other right on any further occasion.

The Borrower and every endorser and guarantor of this Note or the obligation represented hereby waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note, and assents to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of collateral and to the addition or release of any other party or person primarily or secondarily liable.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 9.06 OF THE CREDIT AGREEMENT.

THIS NOTE AND THE OBLIGATIONS OF THE BORROWER HEREUNDER SHALL FOR ALL PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE COMMONWEALTH OF MASSACHUSETTS (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). THE BORROWER AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS NOTE MAY BE BROUGHT IN THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS OR ANY FEDERAL COURT SITTING THEREIN AND CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER BY MAIL AT THE ADDRESS SPECIFIED IN SECTION 9.07(b) OF THE CREDIT AGREEMENT. THE BORROWER HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT BROUGHT IN SUFFOLK COUNTY, MASSACHUSETTS OR ANY SUCH COURT SITTING IN SUFFOLK COUNTY, MASSACHUSETTS OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.

-2-

IN WITNESS WHEREOF, the undersigned has caused this Note to be signed as a as a document under seal in its name by its duly authorized officer as of the day and year first above written.

LMP CORPORATE LOAN FUND INC.
By:
	Name:
	Title:

-3-

Date Amount
of Loan Type
of Loan Amount of
Principal Paid
or Prepaid Balance of
Principal
Unpaid Notation
Made By:

EXHIBIT B

FORM OF

NOTICE OF BORROWING

DATE:

TO: STATE STREET BANK AND TRUST COMPANY, as Agent

ATTN: Robyn A. Shepard

Assistant Vice President -CSU Manager

Ph: (617)937-8806

Fax: (617)988-6677

Email: rashepard@statestreet.com

FROM: [    ]

Reference is hereby made to that certain Credit Agreement, dated as of August 18, 2008 (such agreement, as amended and in effect from time to time, the “Credit Agreement”), among LMP CORPORATE LOAN FUND INC., a Maryland corporation, the lending institutions referred to therein as Banks, and State Street Bank and Trust Company, as Agent. Capitalized terms which are used herein without definition and which are defined in the Credit Agreement shall have the same meanings herein as in the Credit Agreement.

Pursuant to Section 2.02(a) of the Credit Agreement, please make the Loans described below.

[Domestic][LIBOR] Business Day of proposed borrowing:
Amount of Loan requested:	$
Aggregate amount of Loans outstanding (after giving effect to the Loan requested hereby):	$
Maximum Loans per attached Borrowing Base Report:	$
[Interest Period:]
[Instructions for Wire to Third Party/Paying Agent:]

Attached hereto is a Borrowing Base Report dated as of                             .

The undersigned hereby certifies that: (a) on the date of this notice and immediately after giving effect to the borrowing of the Loan(s) as set forth herein, the aggregate outstanding principal amount of the Loans do not and will not exceed the least of the Borrowing Base, the Aggregate Commitment Amount and the Maximum Amount, (b) the representations and warranties of the Borrower in Article IV of the Credit Agreement are true and correct in all material respects as of the date hereof and will be true and correct in all material respects immediately after giving effect to the borrowing of the Loan(s) as set forth herein, in each case except to the extent such representations and warranties expressly are expressly stated to have been made as of a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such specific date, and (c) no Default or Event of Default has occurred and is continuing or will occur immediately after giving effect to the borrowing, as set forth herein.

LMP CORPORATE LOAN FUND INC.
By:
	Name:
	Title:

-2-

EXHIBIT C

FORM OF NOTICE OF CONVERSION

DATE:

TO: STATE STREET BANK AND TRUST COMPANY, as Agent

ATTN: Robyn A. Shepard

Assistant Vice President -CSU Manager

Ph: (617)937-8806

Fax: (617)988-6677

Email: rashepard@statestreet.com

FROM: [    ]

Reference is hereby made to that certain Credit Agreement, dated as of August 18, 2008 (such agreement, as amended and in effect from time to time, the “Credit Agreement”), among LMP CORPORATE LOAN FUND INC., a Maryland corporation, the lending institutions referred to therein as Banks, and State Street Bank and Trust Company, as Agent. Capitalized terms which are used herein without definition and which are defined in the Credit Agreement shall have the same meanings herein as in the Credit Agreement.

Pursuant to Section 2.02(b) of the Credit Agreement, please convert or continue the following Loan as set forth below

Existing Loan		New Loan
Type	Amount	Continue As /Convert to	Amount	Date*	Interest Period
LIBOR	$	LIBOR	$
Base Rate	$	Base Rate	$		N/A
If LIBOR, last day of current Interest Period is:

The undersigned hereby certifies that: (a) on the date of this notice and immediately after giving effect to the conversion or continuation of the Loan(s) as set forth herein, the aggregate outstanding principal amount of the Loans do not and will not exceed the least of the Aggregate Commitment Amounts, the Borrowing Base and the Maximum Amount, (b) the representations and warranties of the Borrower in Article IV of the Credit Agreement are true and correct in all material respects as of the date hereof and will be true and correct in all material respects immediately after giving effect to the conversion or continuation of the Loan(s) as set forth

herein, in each case except to the extent such representations and warranties expressly are expressly stated to have been made as of a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such specific date, and (c) no Default or Event of Default has occurred and is continuing under the Credit Agreement or any of the other Loan Documents or will occur under the Credit Agreement or any of the other Loan Documents immediately after giving effect to the conversion or continuation of the Loan(s) as set forth herein.

LMP CORPORATE LOAN FUND INC.
By:
	Name:
	Title:

* Must be a Domestic Business Day or a LIBOR Business Day, as applicable.

-2-

EXHIBIT D

FORM OF BORROWING BASE REPORT

Date                     

To each of the Banks referred

to below

c/o State Street Bank and

Trust Company, as Agent

100 Huntington Avenue

Boston, Massachusetts 02116

Attention:

Ladies and Gentlemen:

Reference is hereby made to the Credit Agreement, dated as of August 18, 2008 (as amended and in effect from time to time, the “Credit Agreement”), by and among LMP CORPORATE LOAN FUND INC., a Maryland corporation (the “Borrower”), the lending institutions referred to therein as Banks (collectively, the “Banks”), and State Street Bank and Trust Company, as agent for the Banks. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.

This Borrowing Base Report is delivered to you [as part of a Notice of Borrowing] [pursuant to Section 5.01(c) of the Credit Agreement]. The undersigned hereby certifies to you that Annex 1 is a true and accurate calculation of the Borrowing Base as at the end of [INSERT DATE], determined in accordance with the requirements of the Credit Agreement:

LMP CORPORATE LOAN FUND INC.
By:
	Name:
	Title:

Annex 1

to Borrowing Base Report

As of:                     

-2-

EXHIBIT E

FORM OF

ASSIGNMENT AND ACCEPTANCE

Dated as of                     

Reference is made to the Credit Agreement, dated as of August 18, 2008 (as from time to time amended and in effect, the “Credit Agreement”), by and among LMP CORPORATE LOAN FUND INC., a Maryland corporation (the “Borrower”), the lending institutions referred to therein as Banks (collectively, the “Banks”) and State Street Bank and Trust Company, as agent (in such capacity, the “Agent”) for the Banks. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.

                                          (the “Assignor”) and

                                          (the “Assignee”) hereby agree as follows:

§1. Assignors. Subject to the terms and conditions of this Assignment and Acceptance, the Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes without recourse to the Assignor, a [$            ] interest in and to the rights, benefits, indemnities and obligations of the Assignor under the Credit Agreement equal to [    %] in respect of the Assignor’s Commitment Amount immediately prior to the Effective Date (as hereinafter defined).

§2. Assignor’s Representations. The Assignor (a) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance, (ii) as of the date hereof, its Commitment Amount is [$            ], its Commitment Percentage is [    %], the aggregate outstanding principal balance of its Loans equals [$            ], (in each case before giving effect to the assignment contemplated hereby and without giving effect to any contemplated assignments which have not yet become effective), and (iii) immediately after giving effect to all assignments which have not yet become effective, the Assignor’s Commitment Percentage will be sufficient to give effect to this Assignment and Acceptance, (b) makes no representation or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or any of the other Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any of the other Loan Documents or any other instrument or document furnished pursuant thereto or the attachment, perfection or priority of any security interest or mortgage, other than that it is the legal and beneficial owner of the interest being assigned by it hereunder free and clear of any claim or encumbrance; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any other Person primarily or secondarily liable in respect of any of the Loans, or the performance or observance by the Borrower or any other Person primarily or secondarily liable in respect of any of the Loans of any of its obligations under the Credit Agreement or any of the other Loan Documents or any other instrument or document delivered or executed pursuant thereto; and (d) attaches hereto the Note delivered to it under the Credit Agreement.

[The Assignor requests that the Borrower exchange the Assignor’s Note for new Notes payable to the Assignor and the Assignee as follows:]

[Notes Payable to:	Amount of Note:
Assignor	$
Assignee	$	]

§3. Assignee’s Representations. The Assignee (a) represents and warrants that (i) it is duly and legally authorized to enter into this Assignment and Acceptance, (ii) the execution, delivery and performance of this Assignment and Acceptance do not conflict with any provision of law or of the charter or by-laws of the Assignee, or of any agreement binding on the Assignee, (iii) all acts, conditions and things required to be done and performed and to have occurred prior to the execution, delivery and performance of this Assignment and Acceptance, and to render the same the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms, have been done and performed and have occurred in due and strict compliance with all applicable laws; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (c) agrees that it will, independently and without reliance upon the Assignor, the Agent or any other Bank 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; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (e) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank; and (f) attaches hereto the form(s) required to be delivered by it pursuant to Section 2.12 of the Credit Agreement.

§4. Effective Date. The effective date for this Assignment and Acceptance shall be [            ] (the “Effective Date”). Following the execution of this Assignment and Acceptance each party hereto shall deliver its duly executed counterpart hereof to the Agent for consent by the Agent (and the Borrower, if required by the Credit Agreement) and recording in the register by the Agent. Schedule 1 to the Credit Agreement shall thereupon be replaced as of the Effective Date by the Schedule 1 annexed hereto.

§5. Rights Under Credit Agreement. Upon such acceptance and recording, from and after the Effective Date, (a) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Bank thereunder, provided that, without the Borrower’s prior written consent, the Assignee shall not be entitled to receive any greater payment under Section 2.10(c) or Section 8.01 of the Credit Agreement than the Assignor would have been entitled to receive with respect to the rights transferred, and (b) the Assignor shall, with respect to that portion of its interest under the Credit Agreement assigned hereunder, relinquish its rights and be released from its obligations under the Credit Agreement; provided, however, that the Assignor shall retain its rights to be indemnified pursuant to Section 9.03 of the Credit Agreement with respect to any claims or actions arising prior to the Effective Date.

§6. Payments. Upon such acceptance of this Assignment and Acceptance by the Agent and such recording, from and after the Effective Date, the Agent shall make all payments in respect of the rights and interests assigned hereby (including payments of principal, interest, fees and other amounts) to the Assignee. The Assignor and the Assignee shall make any appropriate adjustments in payments for periods prior to the Effective Date by the Agent or with respect to the making of this assignment directly between themselves.

§7. Governing Law. THIS ASSIGNMENT AND ACCEPTANCE IS INTENDED TO TAKE EFFECT AS A SEALED INSTRUMENT TO BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS (WITHOUT REFERENCE TO CONFLICT OF LAWS).

§8. Counterparts. This Assignment and Acceptance may be executed in any number of counterparts which shall together constitute but one and the same agreement.

IN WITNESS WHEREOF, intending to be legally bound, each of the undersigned has caused this Assignment and Acceptance to be executed on its behalf by its officer thereunto duly authorized, as of the date first above written.

[ASSIGNOR]
By:
	Name:
	Title:
[ASSIGNEE]
By:
	Name:
	Title:

CONSENTED TO:
[LMP CORPORATE LOAN FUND INC.
By:
	Name:
	Title:]
STATE STREET BANK AND TRUST COMPANY, as Agent
By:
	Name:
	Title:

EXHIBIT F

FORM OF

TERMINATION NOTICE

DATE:
TO:	LMP CORPORATE LOAN FUND INC., as Borrower
ATTN:
	Ph:
	Fax:
	Email:
FROM: STATE STREET BANK AND TRUST, as Agent

Reference is hereby made to that certain Credit Agreement, dated as of August 18, 2008 (such agreement, as amended and in effect from time to time, the “Credit Agreement”), among (i) LMP CORPORATE LOAN FUND INC., a Maryland corporation (the “Borrower”), (ii) the banks and other financial institutions parties thereto (the “Banks”) and (iii) STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company, as Agent for the Banks (in such capacity, the “Agent”).

This is a “Termination Notice” under, as defined in, and with the effect set forth in, the Credit Agreement.

STATE STREET BANK AND TRUST COMPANY
By:
	Name:
	Title:

EXHIBIT G

FORM OF

APPLICABLE MARGIN CHANGE NOTICE

DATE:
TO:	LMP CORPORATE LOAN FUND INC., as Borrower
ATTN:
	Ph:
	Fax:
	Email:
FROM: STATE STREET BANK AND TRUST, as Agent

Reference is hereby made to that certain Credit Agreement, dated as of August 18, 2008 (such agreement, as amended and in effect from time to time, the “Credit Agreement”), among (i) LMP CORPORATE LOAN FUND INC., a Maryland corporation (the “Borrower”), (ii) the banks and other financial institutions parties thereto (the “Banks”) and (iii) STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company, as Agent for the Banks (in such capacity, the “Agent”).

This is an “Applicable Margin Change Notice” under, as defined in, and with the effect set forth in, the Credit Agreement.

The new Applicable Margin (the “New Applicable Margin”) is             . The Applicable Margin Change Effective Date in respect of the New Applicable Margin is             .

STATE STREET BANK AND TRUST COMPANY
By:
	Name:
	Title:

EXHIBIT H

FORM OF

COMMITMENT FEE CHANGE NOTICE

DATE:
TO:	LMP CORPORATE LOAN FUND INC., as Borrower
ATTN:
	Ph:
	Fax:
	Email:
FROM: STATE STREET BANK AND TRUST, as Agent

Reference is hereby made to that certain Credit Agreement, dated as of August 18, 2008 (such agreement, as amended and in effect from time to time, the “Credit Agreement”), among (i) LMP CORPORATE LOAN FUND INC., a Maryland corporation (the “Borrower”), (ii) the banks and other financial institutions parties thereto (the “Banks”) and (iii) STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company, as Agent for the Banks (in such capacity, the “Agent”).

This is a “Commitment Fee Change Notice” under, as defined in, and with the effect set forth in, the Credit Agreement.

The new Commitment Fee Rate (the “New Commitment Fee Rate”) is             . The Commitment Fee Change Effective Date in respect of the New Commitment Fee Rate is             .

STATE STREET BANK AND TRUST COMPANY
By:
	Name:
	Title:

EX-99.(B)(2)

Exhibit (b)(2)

FORM OF EIGHTH AMENDMENT AGREEMENT

dated as of May [    ], 2015

among

LMP CORPORATE LOAN FUND INC.

and

STATE STREET BANK AND TRUST COMPANY,

as Agent

and

THE BANKS PARTY HERETO

To the Credit Agreement dated as of August 18, 2008

THIS EIGHTH AMENDMENT AGREEMENT, dated as of May [    ], 2015 (this “Amendment”), among (i) LMP CORPORATE LOAN FUND INC., a Maryland corporation that is registered as a closed-end management investment company under the Investment Company Act of 1940, as amended (the “Borrower”), (ii) the banks and other financial institutions parties to this Amendment (the “Banks”) and (iii) STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company, as Agent for the Banks from time to time parties to the Agreement referred to below (in such capacity, the “Agent”); to the Credit Agreement, dated as of August 18, 2008 among all of such parties (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”).

W I T N E S S E T H :

WHEREAS, the parties to the Agreement desire to amend the Agreement as of the date hereof (the “Amendment Effective Date”) in order, among other things, to increase the Aggregate Commitment Amount available for borrowing;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto hereby agree as follows:

SECTION 1. Defined Terms. Capitalized terms used herein and not defined herein shall have the meanings specified in the Agreement.

SECTION 2. Amendments to the Agreement. Subject to satisfaction of the conditions set forth in Section 3 below, the Agreement is hereby amended as follows:

(a) Section 1.1 of the Agreement is hereby amended by amending or adding anew, as applicable, each of the following definitions, each to read in its entirety as follows:

“Aggregate Commitment Amount” means, as of any date, the aggregate of all Commitment Amounts as of such date. As of the Amendment Effective Date, the Aggregate Commitment Amount is $65,000,000.

“Amendment Effective Date” means May [    ], 2015.

“Applicable Margin” means (a) during the Initial Margin Period, a rate per annum equal to 1.05%, and (b) during each Subsequent Margin Period, if any, a rate per annum equal to the “New Applicable Margin” (as defined in the Applicable Margin Change Notice in respect of the Applicable Margin Change Effective Date which is the first day of such Subsequent Margin Period).

“Base Rate” means, for any day, the higher of (a) the Overnight LIBOR Rate as in effect on that day plus the Base Rate Margin and (b) the Federal Funds Rate as in effect from time to time plus the Base Rate Margin.

“Borrowing Base” means, at the relevant time of reference thereto, an amount which is equal to the lesser of (a) 33 1/3% of the Adjusted Net Assets of the Borrower and

(b) the sum of the following items to the extent that they are classified as “assets” on the balance sheet of the Borrower in accordance with Generally Accepted Accounting Principles:

(i) 90% of the aggregate Asset Value of all Eligible Government Securities;

(ii) 90% of the aggregate Asset Value of all Eligible Commercial Paper rated A1 or better by S&P or P1 or better by Moody’s;

(iii) 75% of the aggregate Asset Value of all Eligible Senior Loans which have a market value of at least 90% of par value and are not classified as Distressed Assets;

(iv) 80% of the aggregate Asset Value of all Eligible Domestic Debt Securities, Eligible OECD Sovereign Debt Securities and Eligible Guaranteed Debt Securities, in each case rated BBB- or better by S&P or Baa3 or better by Moody’s;

(v) 70% of the aggregate Asset Value of all Eligible Domestic Debt Securities rated BB- or better (but lower than BBB-) by S&P or Ba3 or better (but lower than Baa3) by Moody’s;

(vi) 65% of the aggregate Asset Value of all Eligible Senior Loans which have a market value of at least 50% of par value (but less than 90% of par value) and are not classified as Distressed Assets;

(vii) 60% of the aggregate Asset Value of all Eligible Domestic Debt Securities rated B- or better (but lower than BB-) by S&P or B3 or better (but lower than Ba3) by Moody’s;

(viii) 0% of the aggregate Asset Value of all other assets of the Borrower, including loan participations;

provided, that:

(1) if any security has a lower rating from one agency than from another, the higher rating shall be disregarded for purposes of the foregoing or, if unrated, such security shall, in the reasonable judgment of the Investment Adviser, be of equal credit quality as a rated security which is valued similarly as such unrated security;

(2) if aggregate investments in issuers domiciled (or whose principal place of business is located) outside the United States and/or aggregate investments which are traded outside the United States constitute more than 15% of the Borrowing Base, the amount of such excess shall not be included in the calculation of the Borrowing Base;

(3) if aggregate investments in any one country (other than the United States) constitute more than 10% of the Borrowing Base, the amount of such excess shall not be included in the calculation of the Borrowing Base;

2

(4) investments in direct or indirect participation or subparticipation interests in loans or other extensions of credit shall not be included in the calculation of the Borrowing Base;

(5) investments in Distressed Assets shall not be included in the calculation of the Borrowing Base;

(6) if the securities of any one issuer (other than the Government of the United States) constitute more than 5% of the Borrowing Base, the amount of such excess shall not be included in the calculation of the Borrowing Base; and

(7) no asset shall be included in the calculation of the Borrowing Base if it constitutes an Illiquid Asset or an asset which is the subject of a reverse repurchase agreement, dollar roll or securities lending transaction.

“Commitment Fee Rate” means (a) during the Initial Fee Period, a rate per annum equal to (i) for each day during which the aggregate Loans outstanding totals less than 75% of the Aggregate Commitment Amount, 0.25% per annum, and (ii) for each day during which the aggregate Loans outstanding totals at least 75% of the Aggregate Commitment Amount, 0.15% per annum, and (b) during each Subsequent Fee Period, if any, a rate per annum equal to the “New Commitment Fee Rate” (as defined in the Commitment Fee Change Notice in respect of the Commitment Fee Change Effective Date which is the first day of such Subsequent Fee Period).

“Interest Period” means, with respect to each LIBOR borrowing, initially the period commencing on the date of such borrowing and ending one, two or three months thereafter, as the Borrower may elect in the applicable Notice of Borrowing, and thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such borrowing and ending on the last day of one of the periods set forth above, as the Borrower may elect in the applicable Notice of Conversion, provided that:

(a) any Interest Period which would otherwise end on a day which is not a LIBOR Business Day shall be extended to the next succeeding LIBOR Business Day unless such LIBOR Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding LIBOR Business Day;

(b) any Interest Period which begins on the last LIBOR 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 LIBOR Business Day of a calendar month;

(c) any Interest Period which would otherwise end after the Termination Date shall end on the Termination Date; and

3

all LIBOR Loans outstanding at any time shall end on no more than five different dates.

“LIBOR Margin” means (a) during the Initial Margin Period, a rate per annum equal to 0.85%, and (b) during each Subsequent Margin Period, if any, a rate per annum equal to the “New LIBOR Margin” (as defined in the Applicable Margin Change Notice in respect of the Applicable Margin Change Effective Date which is the first day of such Subsequent Margin Period).

“LIBOR Offered Rate” means, with respect to any LIBOR Loan for any Interest Period, the rate appearing on the Reuters “LIBOR01” screen displaying interest rates for dollar deposits in the London interbank market (or on any successor or substitute page on such screen) at approximately 11:00 a.m., London time two LIBOR Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits in the London interbank market with a maturity comparable to such Interest Period, provided that in the event such rate does not appear on such screen (or on any successor or substitute page on such screen or otherwise on such screen), the “LIBOR Offered Rate” with respect to such LIBOR Loan during such Interest Period shall be determined by reference to such other comparable publicly available service for displaying interest rates applicable to dollar deposits in the London interbank market as may be selected by the Agent or, in the absence of such availability, by reference to the rate at which dollar deposits of $1,000,000 in immediately available funds for a maturity comparable to such Interest Period are offered by the principal office of the Agent to leading banks in the London interbank market at approximately 11:00 a.m., London time, two LIBOR Business Days prior to the commencement of such Interest Period; provided further that if any such rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Overnight LIBOR Rate” means, as of any day, the rate appearing on the Reuters “LIBOR01” screen displaying interest rates for dollar deposits in the London interbank market (or on any successor or substitute page on such screen) at approximately 11:00 a.m., London time, as the rate for dollar deposits in the London interbank market with a maturity of one month, provided that in the event such rate does not appear on such screen (or on any successor or substitute page on such screen or otherwise on such screen), the “Overnight LIBOR Rate” shall be determined by reference to such other comparable publicly available service for displaying interest rates applicable to dollar deposits in the London interbank market as may be selected by the Agent or, in the absence of such availability, by reference to the rate at which dollar deposits of $1,000,000 in immediately available funds for a term of one month are offered by the principal office of the Agent to leading banks in the London interbank market at approximately 11:00 a.m., London time, provided further that in the event such day is not a LIBOR Business Day, then Overnight LIBOR Rate shall be such rate as in effect on the immediately preceding LIBOR Business Day; provided further that if any such rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

4

“Sanctions” has the meaning set forth in Section 4.19.

“Termination Date” means the earlier to occur of (a) the Termination Notice Effective Date, and (b) such earlier date on which the Commitments terminate or are terminated pursuant to the terms hereof.

(b) Sections 2.06(a) and (b) of the Agreement are hereby amended by deleting such sections in their entirety and inserting in lieu thereof the following:

(a) Subject to clause (c) of this Section 2.06, each Base Rate Loan shall bear interest on the outstanding principal amount thereof, for the period commencing with the date such Loan is made up to but not including the date such Loan is repaid in full, at a rate per annum equal to the Base Rate as in effect from time to time. Interest on each Base Rate Loan shall be payable in arrears on the fifteenth day of each calendar month and on the Termination Date.

(b) Subject to Section 2.06(c) and Section 8.06, each LIBOR Loan shall bear interest on the outstanding principal amount thereof, for the period commencing with the date such LIBOR Loan is made or continued through and including the last day of the Interest Period applicable thereto, at a rate per annum equal to the sum of the LIBOR Margin plus the applicable Adjusted LIBOR Offered Rate. Interest on each LIBOR Loan shall be payable in arrears on the last day of the Interest Period in effect with respect thereto and on the Termination Date.

(c) Section 2.07(a) of the Agreement is hereby amended by deleting such section in its entirety and inserting in lieu thereof the following:

(a) During the Revolving Credit Period, the Borrower shall pay to the Agent for the account of each Bank a commitment fee at the Commitment Fee Rate on the daily amount on the daily amount by which such Bank’s Commitment Amount exceeded the aggregate outstanding principal amount of the Loans made by such Bank (including, in the case of a Delinquent Bank, the principal amount of all Loans with respect to which such Bank is delinquent). Such commitment fee shall accrue from and including the Effective Date to but excluding the Termination Date. Accrued commitment fees payable hereunder shall be payable quarterly in arrears on the fifteenth day of each April, July, October and January, in each case with respect to the calendar quarter period then most recently ended, commencing on the first such day after the Effective Date, and on the Termination Date.

(d) Section 2.09 of the Agreement is hereby amended by deleting such section in its entirety and inserting in lieu thereof the following:

SECTION 2.09. Pricing Changes. (a) At any time and from time to time the Agent shall, at the request of Applicable Banks, send to the Borrower an Applicable Margin Change Notice, and such Applicable Margin Change Notice shall become effective with respect to the Applicable Margin or the LIBOR Margin, as the case may be, on the date that is the later to occur of the following (such later date with respect to

5

such Applicable Margin Change Notice, the “Applicable Margin Change Effective Date”): (a) the date specified as such in such Applicable Margin Change Notice and (b) the 270th day after the date on which such Applicable Margin Change Notice has been delivered to the Borrower.

(b) At any time and from time to time the Agent shall, at the request of Applicable Banks, send to the Borrower a Commitment Fee Change Notice, and such Commitment Fee Change Notice shall become effective on the date that is the later to occur of the following (such later date with respect to such Commitment Fee Change Notice, the “Commitment Fee Change Effective Date”): (a) the date specified as such in such Commitment Fee Change Notice and (b) the 270th day after the date on which such Commitment Fee Change Notice has been delivered to the Borrower

(e) Section 2.10 of the Agreement is hereby amended by adding at the end thereof a new subsection (f) as follows:

(f) With respect to each payment of principal and interest on the Loans and of fees and all other amounts due hereunder or under any other Loan Document, the Borrower hereby authorizes and irrevocably directs the Bank, at the Bank’s option at any time upon and following the due date for payment of any amounts hereunder or under the Loan Documents, and without any further notice to or consent of the Borrower, to debit any account of the Borrower with the Bank and apply amounts so debited toward the payment of any such amounts due and owing hereunder or thereunder. Notwithstanding such authorization and direction, the Borrower further acknowledges and agrees that (a) the Bank shall have no obligation to so debit any such account and shall have no liability whatsoever to the Borrower for any failure to do so, and (b) the Borrower shall fully retain the obligation hereunder and under the Loan Documents to make all payments hereunder and thereunder when due.

(f) Article IV of the Agreement is hereby amended by adding at the end thereof a new Section 4.19 as follows:

SECTION 4.19. Sanctions. (i) None of the Borrower, or any of the Borrower’s subsidiaries or any director or officer of the Borrower or any of its subsidiaries is a Person that is, or is 50% or more owned by Persons that are (x) the subject or target of any economic sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”) or (y) located, organized or resident of a country or territory that is, or whose government is, the subject of Sanctions (currently Crimea, Cuba, Iran, North Korea, Sudan and Syria); (ii) the Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower and its directors and officers with Anti-Corruption Laws and applicable Sanctions, and (iii) the Borrower and its officers and to the knowledge of the Borrower, its directors, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects.

6

(g) Article V of the Agreement is hereby amended by adding at the end thereof a new Section 5.23 as follows:

SECTION 5.23. Compliance with Sanctions and Anti-Corruption Laws. (a) The Borrower shall not, directly or indirectly, use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, for the purpose of (i) offering, paying, promising to pay, or authorizing the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) funding any activities or business of or with any Person, or in any country or territory that, at the time of such funding, is, or whose government is, the subject of Sanctions, or (iii) causing any Person (including any Person participating in the Loans, whether as underwriter, advisor, investor or otherwise) to be in violation of Sanctions.

(b) The Borrower shall maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower and its directors and officers with Anti-Corruption Laws and applicable Sanctions.

(h) Section 8.01(b) of the Agreement is hereby amended by deleting such section in its entirety and inserting in lieu thereof the following:

(b) If any Bank shall determine that any change after the date hereof in any existing applicable law, rule or regulation or any new law, rule or regulation regarding capital adequacy or liquidity, or any change therein, or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any new request or directive of general applicability regarding capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank or comparable agency issued, promulgated or enacted after the date hereof, has or would have the effect of reducing the rate of return on capital of such Bank (or its parent corporation) as a consequence of such Bank’s obligations hereunder to a level below that which such Bank (or its parent corporation) could have achieved but for such law, change, request or directive (taking into consideration its policies with respect to capital adequacy or liquidity as applicable) by an amount deemed by such Bank to be material, then from time to time, promptly upon demand by such Bank (with a copy to the Agent) (and in any event within thirty (30) days after demand by such Bank) the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its parent corporation) for such reduction; provided, however, that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and all regulations, rules, guidelines or directives thereunder or issued in connection therewith relating to capital adequacy or liquidity, and (ii) all regulations, rules, guidelines or directives applicable to such Bank as promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or

7

any successor or similar authority) or the United States bank regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a change in law giving rise to a payment or indemnity obligation by the Borrowers under this Section 8.01, regardless of the date enacted, adopted or issued.

(i) Schedule I to the Agreement is hereby amended by deleting such schedule in its entirety and inserting in lieu thereof the Schedule I attached to this Amendment.

(j) Exhibit G to the Agreement is hereby amended by deleting such exhibit in its entirety and inserting in lieu thereof the Exhibit G attached to this Amendment.

SECTION 3. Conditions to Effectiveness. This Amendment shall become effective as of the Amendment Effective Date only upon the satisfaction or waiver of all of the following conditions precedent:

(a) Executed Agreement. The Agent shall have received this Amendment and the Amended and Restated Security Agreement dated as of the date hereof, each executed and delivered by a duly authorized officer of the Borrower and each Bank.

(b) Related Agreements. The Agent shall have received true and correct copies, certified as to authenticity by the Borrower, of all agreements pertaining to the creation or perfection of any lien on any asset of the Borrower (including any control agreements between the Borrower and any broker), the most recent annual and semi-annual financial reports for the Borrower and such other documents or instruments as may be reasonably requested by the Agent, including, without limitation, a copy of any debt instrument, security agreement or other material contract to which the Borrower may be a party. To the extent that any of the foregoing documents (i) has been previously delivered in connection with the Agreement or a previous amendment to the Agreement and (ii) has not been amended since the date of such delivery and continues to be in full force and effect, the Borrower may deliver to the Agent an officer’s certificate to such effect in lieu of such document, which certificate shall state when such document was previously delivered.

(c) Proceedings of the Borrower. The Agent shall have received a copy of the resolutions, in form and substance reasonably satisfactory to the Agent, of the board of directors of the Borrower authorizing the execution, delivery and performance of this Amendment, certified by the Secretary or an Assistant Secretary of the Borrower as of the Amendment Effective Date, which certificate shall be in form and substance reasonably satisfactory to the Agent and shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded and are in full force and effect.

(d) Incumbency Certificate. The Agent shall have received a certificate of the Borrower, dated the Amendment Effective Date, as to the incumbency and signature of the officers of the Borrower executing this Amendment or any other document delivered in connection herewith, executed by the Secretary or any Assistant Secretary of the Borrower, reasonably satisfactory in form and substance to the Agent.

8

(e) Organizational Documents. The Agent shall have received true and complete copies of the charter or certificate, as the case may be, and by-laws of the Borrower, certified as of the Amendment Effective Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of the Borrower. To the extent that any of the foregoing documents (i) has been previously delivered in connection with the Agreement or a previous amendment to the Agreement and (ii) has not been amended since the date of such delivery and continues to be in full force and effect, the Borrower may deliver to the Agent an officer’s certificate to such effect in lieu of such document (such certificate shall state when such document was previously delivered).

(f) Legal Opinion. The Agent shall have received the executed legal opinions of special counsel (with customary assumptions and exceptions) to the Borrower (which shall not be an “Accord” opinion). Such legal opinions shall cover such matters incident to the transactions contemplated by this Amendment as the Agent or any Bank may reasonably require.

(g) Financial Information. The Agent shall have received the most recent publicly available financial information (which includes a list of portfolio securities) for the Borrower, unless such financial information shall have been previously delivered in connection with Section 5.01 of the Agreement.

(h) Additional Matters. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated hereby and by the Loan Documents shall be reasonably satisfactory in form and substance to the Agent, and the Agent shall have received such other documents in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably request.

SECTION 4. Representations and Warranties. To induce the Agent and the Banks to enter into this Amendment and to make the Loans, the Borrower hereby represents and warrants to the Agent and each Bank that:

(a) This Amendment has been duly authorized by all requisite corporate action by the Borrower, and this Amendment constitutes its legal, valid and binding obligations enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and an implied covenant of good faith and fair dealing.

(b) The representations and warranties set forth in Article IV of the Agreement are true and correct in all material respects on the date hereof with the same effect as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date or period.

(c) Before and after giving effect to this Amendment, no Default has occurred and is continuing.

9

SECTION 5. Reference to and Effect on the Documents. Each reference in the Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference to the Agreement in documents related to the Agreement, shall mean and be a reference to the Agreement as amended hereby. Except as specifically amended hereby, the Agreement and all such related documents, and all other documents, agreements, instruments or writings entered into in connection therewith, shall remain in full force and effect and are hereby ratified, confirmed and acknowledged by each party.

SECTION 6. Governing Law. This Amendment and the rights and obligations of the parties hereunder shall be governed by and construed and interpreted in accordance with the substantive laws of the Commonwealth of Massachusetts, without regard to its conflict of laws principles.

SECTION 7. Counterparts. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any party hereto may execute this Amendment by signing any such counterpart. Delivery of an executed signature page of this Amendment by email or facsimile transmission shall be effective as the delivery of a manually executed counterpart hereof.

[Remainder of page intentionally left blank; signature appears on next page.]

10

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

STATE STREET BANK AND TRUST COMPANY, as
Agent and as a Bank
By:
	Name:
	Title:

SIGNATURE PAGE TO STATE STREET BANK/

LMP CORPORATE LOAN FUND EIGHTH AMENDMENT

LMP CORPORATE LOAN FUND INC.
By:
	Name:
	Title:

SCHEDULE 1

BORROWER:

LMP CORPORATE LOAN FUND INC.

Legg Mason, Inc.

620 8th Avenue

49th Floor

New York, NY 10018

Attn: Mr. William Renahan

Tel: (212) 805-6024

Fax: (877) 298-1171

E-mail: wrenahan@leggmason.com

BANKS:	COMMITMENT AMOUNT		COMMITMENT PERCENTAGE
STATE STREET BANK AND TRUST COMPANY	$	65,000,000		100	%

For funding or payment notices:

Domestic Lending Office:

Mutual Fund Lending Department

Copley Place, Tower 2, Floor 4

100 Huntington Avenue

Boston, MA 02116

Attn: Peter Connolly, Assistant Vice President - CSU Manager

Tel: (617) 662-8588

Fax: (617) 988-6677

Email: ais-loanops-csu@statestreet.com

LIBOR Lending Office:

Mutual Fund Lending Department

Copley Place, Tower 2, Floor 4

100 Huntington Avenue

Boston, MA 02116

Attn: Peter Connolly, Assistant Vice President - CSU Manager

Tel: (617) 662-8588

Fax: (617) 988-6677

Email: ais-loanops-csu@statestreet.com

For all other notices:

Mutual Fund Lending Department

Copley Place Tower 2, Floor 4

100 Huntington Avenue

Boston, MA 02116

Attn: Mr. James Reichert

Tel: (617) 662-8620

Fax: (617) 662-8665

EXHIBIT G

FORM OF

APPLICABLE MARGIN CHANGE NOTICE

DATE:
TO:	LMP CORPORATE LOAN FUND INC., as Borrower
ATTN:
	Ph:
	Fax:
	Email:

FROM: STATE STREET BANK AND TRUST, as Agent

Reference is hereby made to that certain Credit Agreement, dated as of August 18, 2008 (such agreement, as amended and in effect from time to time, the “Credit Agreement”), among (i) LMP CORPORATE LOAN FUND INC., a Maryland corporation (the “Borrower”), (ii) the banks and other financial institutions parties thereto (the “Banks”) and (iii) STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company, as Agent for the Banks (in such capacity, the “Agent”).

This is an “Applicable Margin Change Notice” under, as defined in, and with the effect set forth in, the Credit Agreement.

[The new Applicable Margin (the “New Applicable Margin”) is             . The Applicable Margin Change Effective Date in respect of the New Applicable Margin is             .]

[The new LIBOR Margin (the “New LIBOR Margin”) is             . The Applicable Margin Change Effective Date in respect of the New LIBOR Margin is             .]

STATE STREET BANK AND TRUST COMPANY
By:
	Name:
	Title: