STRATEGIC RELATIONSHIP AGREEMENT
This STRATEGIC RELATIONSHIP AGREEMENT (this "Agreement") is entered into as of
September __, 2001, by and among AMERICAN CAPITAL STRATEGIES, LTD., a Delaware corporation
("ACAS"), and GLADSTONE CAPITAL CORPORATION, a Maryland corporation ("GLAD").
W I T N E S S E T H
WHEREAS , GLAD is a business development company that is in the business of purchasing debentures
and similar debt instruments from medium-sized businesses, particularly those sponsored by buyout funds; and
WHEREAS , ACAS, which is also a business development company, is a buyout and mezzanine fund
primarily in the business of providing mezzanine and subordinated debt to and making equity investments in
middle market non-public companies; and
WHEREAS , considering their complementary business plans, ACAS and GLAD believe that there can
be substantial mutual benefit to referrals of investment opportunities and other cooperative activities.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, intend to be legally bound, hereby agree as follows:
1. Referral of Investment Opportunities .
(a) In recognition of the mutual benefits to ACAS and GLAD from the referral of investment
i) ACAS hereby agrees to refer to GLAD selected investment placement opportunities for senior debt
and senior subordinated debt involving portfolio companies and prospective portfolio companies of
ACAS promptly upon ACAS becoming aware of such opportunities; and
ii) GLAD hereby agrees to refer to ACAS selected investment placement opportunities for senior
subordinated debt and junior subordinated debt and equity investments involving portfolio companies
and prospective portfolio companies of GLAD promptly upon GLAD becoming aware of such
(b) The referrals subject to this paragraph 1 shall be on a non-exclusive basis and shall be further
subject to the terms of an