Exhibit 10.1
EXECUTION COPY
AMENDMENT NO. 2 TO
AMENDED AND RESTATED LOAN FUNDING AND SERVICING AGREEMENT
(VFCC Transaction with ACS Funding Trust I)
THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED LOAN FUNDING AND SERVICING AGREEMENT , dated
as of January 2, 2004 (this “ Amendment ”), is entered into by and among ACS FUNDING TRUST I, as the borrower (in such
capacity, the “ Borrower ”), AMERICAN CAPITAL STRATEGIES, LTD., as the servicer (in such capacity, the “ Servicer ”),
VARIABLE FUNDING CAPITAL CORPORATION, as the conduit lender (in such capacity, the “ Conduit Lender ”),
WACHOVIA CAPITAL MARKETS, LLC (f/k/a Wachovia Securities, Inc.), as the deal agent (in such capacity, the “ Deal Agent
”), WACHOVIA BANK, NATIONAL ASSOCIATION (“ WBNA ”), as the swingline lender (in such capacity, the “ Swingline
Lender ”), WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as the collateral custodian (in such capacity,
the “ Collateral Custodian ”) and as the backup servicer (in such capacity, the “ Backup Servicer ”), and is acknowledged and
agreed to by WACHOVIA BANK, NATIONAL ASSOCIATION, as the hedge counterparty (in such capacity, the “ Hedge
Counterparty ”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the
Agreement (as defined below).
R E C I T A L S
WHEREAS , the parties hereto entered into that certain Amended and Restated Loan Funding and Servicing Agreement,
dated as of June 13, 2003 (such agreement as amended, modified, supplemented, waived or restated from time to time, the “
Agreement ”);
WHEREAS , the parties hereto desire to amend the Agreement in certain respects as provided herein;
NOW, THEREFORE , based upon the above Recitals, the mutual premises and agreements contained herein, and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, hereby agree as follows:
SECTION 1. Amendments .