AMENDMENT NO. 3 TO
LOAN FUNDING AND SERVICING AGREEMENT
THIS AMENDMENT NO. 3 TO LOAN FUNDING AND SERVICING AGREEMENT, dated as of
December 14, 1999 (this "Amendment"), is entered into by and among ACS FUNDING TRUST I
("Borrower"), as Borrower, AMERICAN CAPITAL STRATEGIES, LTD. ("Servicer"), as Servicer, certain
INVESTORS, VARIABLE FUNDING CAPITAL CORPORATION ("VFCC"), as a Lender, FIRST
UNION SECURITIES, INC.
(successor-in-interest to First Union Capital Markets Corp.), as Deal Agent, FIRST UNION NATIONAL
BANK ("First Union"), as a Lender and as Liquidity Agent and NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, as Collateral Custodian and the Backup Servicer. Capitalized terms used and
not otherwise defined herein are used as defined in the Agreement (as defined below).
WHEREAS, the parties hereto entered into that certain Loan Funding and Servicing Agreement, dated as of
March 31, 1999 as amended by that Amendment No. 1, dated as of June 30, 1999, and that Amendment No.
2, dated as of September 24, 1999 (as amended, the "Agreement");
WHEREAS, the parties hereto desire to amend the Agreement in certain respects as provided herein;
NOW THEREFORE, in consideration of the premises and the other mutual covenants contained herein, the
parties hereto agree as follows:
SECTION 1. Amendments.
(a) The definition of "Facility Amount" contained in Section 1.1 of the Agreement is hereby amended and restated
to read in its entirety as follows:
"Facility Amount: At any time, $225,000,000.00; provided, however, on or after the Termination Date, the
Facility Amount shall be zero."
(b) The second sentence of Section 2.5(a) of the Agreement is hereby amended and restated in its entirety as
"The Notes shall be dated the Closing Date and shall be in a maximum principal amount equal to (i)
$225,000,000 in the case of VFCC Note, (ii) $225,000,000 in the case of the Investor Note, and (iii)
$10,000,000 in the case of the FUNB Note; provided, however, that any