Exhibit 10.5
ACCOUNT CONTROL AGREEMENT
October 30, 1998
LaSalle National Bank, with an office at 135 South LaSalle Street, Chicago, Illinois 60603, Telecopy No.
312/904-6457, as agent for Lenders ("Agent");
American Capital Strategies, Ltd., a Delaware corporation, with an office at 3 Bethesda Metro Center, Suite
860, Bethesda, Maryland 20814, Telecopy No. 301/654-6714 ("Company"); and
LaSalle National Bank, with an office at 135 South LaSalle Street, Room 1825, Chicago, Illinois 60603,
Telecopy No. 312/904-1871, as securities intermediary
("Securities Intermediary")
hereby agree as follows:
PREAMBLE:
1. Securities Intermediary and Company shall enter into a corporate custodian account agreement, dated as of
November 9, 1998, a copy of which is attached hereto as Exhibit A (the "Customer Agreement"), pursuant to
which Securities Intermediary shall establish its trust account number 03-8032900 in the name of Company (the
"Account").
2. Company, the other Persons designated therein as Grantors and Agent have entered into a Security and
Pledge Agreement of even date herewith (as from time to time amended, restated, supplemented or otherwise
modified, the "Security Agreement"), in which, Company has granted to Agent on behalf of the Lender Parties a
security interest in the Account, all financial assets to be held in the Account, any free credit balance carried
therein and other items of "Collateral", as such term is defined in the Security Agreement (collectively, the
"Collateral").
3. Agent, Company and Securities Intermediary are entering into this Account Control Agreement (this
"Agreement") to provide for the control of the Account and to perfect the security interest of Agent in the
Account and the financial assets and any free credit balance carried therein as more fully described in the Security
Agreement.
4 Company, various financial institutions and the Agent have entered into a Credit Agreement of even date
herewith (as from time to time amended, restated, supplemente