Exhibit 10.1



 EXHIBIT 10.1 
 AMENDMENT NO. 2 TO 
 THIRD AMENDED AND RESTATED 
 LOAN FUNDING AND SERVICING AGREEMENT 
 (ACS Funding Trust I) 
 THIS AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED LOAN FUNDING AND SERVICING AGREEMENT,
dated as of August 7, 2006 (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 COMPANY LLC, as a conduit lender (in such capacity, a “Conduit Lender”), WACHOVIA CAPITAL MARKETS, LLC, as the deal agent (in such capacity, the “Deal
Agent”), WACHOVIA BANK, NATIONAL ASSOCIATION, as an institutional lender (in such capacity, an “Institutional Lender”), as the swingline lender (in such capacity, the “Swingline Lender”) and as a hedge
counterparty (in such capacity, a “Hedge Counterparty”), JPMORGAN CHASE BANK, N.A. (“JPMorgan Chase Bank”), as an institutional lender (in such capacity, an “Institutional Lender”) and as a hedge
counterparty (in such capacity, a “Hedge Counterparty”), CITIGROUP GLOBAL MARKETS REALTY CORP., as an institutional lender (in such capacity, an “Institutional Lender”), YC SUSI TRUST, as a conduit lender (in such
capacity, a “Conduit Lender”), BANK OF AMERICA, NATIONAL ASSOCIATION, as an institutional lender (in such capacity, an “Institutional Lender”) and as the lender agent for YC SUSI TRUST (in such capacity, a
“Lender Agent”). 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 are parties to that certain Third Amended and Restated Loan Funding and Servicing Agreement, dated as of September 23, 2005 (as amended by Amendment No. 1, dated as of November 30, 2005, the
“Agreement”); 
 WHEREAS, the parties hereto desire to amend the Agreement in certain respects as provided herein,
pursuant to and in accordance with Section 12.1(a) of the Agreement; 
 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. 
  

	 	(a)	The defined term “Termination Date” in Section 1.1 of the Agreement is hereby amended to read in its entirety as follows: 

 “Termination Date”: The earliest to occur of (a) the Business Day designated by the Borrower to the Deal Agent upon
at least two Business Days’ prior written notice, (b)










 
the date of the occurrence of a Termination Event pursuant to Section 9.1, (c) October 10, 2006, as the same may be extended as provided in
Section 2.1(d), (d) the date any Liquidity Purchase Agreement shall cease to be in full force and effect, and (e) the second Business Day prior to the Commitment Termination Date. 
 SECTION 2.    AGREEMENT IN FULL FORCE AND EFFECT AS AMENDED. 
 Except as specifically amended hereby, all provisions of the Agreement shall remain in full force and effect. After this Amendment becomes effective, all
references to the Agreement, the “Loan Funding and Servicing Agreement,” “hereof,” “herein,” or words of similar effect referring to the Agreement shall be deemed to mean the Agreement as amended hereby. This Amendment
shall not constitute a novation of the Agreement, but shall constitute an amendment and waiver thereof. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the Agreement other than as expressly
set forth herein. 
 SECTION 3.    REPRESENTATIONS. 
 Each of the Borrower and Servicer represent and warrant as of the date of this Amendment as follows: 
 (a)    it is duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation
or organization; 
 (b)    the execution, delivery and performance by it of this Amendment are within its powers, have
been duly authorized, and do not contravene (i) its charter, by-laws, or other organizational documents, or (ii) any Applicable Law; 
 (c)    no consent, license, permit, approval or authorization of, or registration, filing or declaration with any governmental authority, is required in connection with the execution, delivery, performance, validity or
enforceability of this Amendment by or against it; 
 (d)    this Amendment has been duly executed and delivered by it;

 (e)    this Amendment constitutes its legal, valid and binding obligation enforceable against it in accordance with
its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity; 
 (f)    it is not in default under the Agreement; and 
 (g)    there is no Termination Event, Unmatured Termination Event, or Servicer Termination Event. 
 SECTION 4.    CONDITIONS TO EFFECTIVENESS. 
  

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 The effectiveness of this Amendment is conditioned upon (i) payment of the outstanding fees and
disbursements of Dechert LLP, as counsel to the Deal Agent and (ii) delivery of executed signature pages by all parties hereto to the Deal Agent. 
 SECTION 5.    MISCELLANEOUS. 
 (a)    This Amendment
may be executed in any number of counterparts (including by facsimile), and by the different parties hereto on the same or separate counterparts, each of which shall be deemed to be an original instrument but all of which together shall constitute
one and the same agreement. 
 (b)    The descriptive headings of the various sections of this Amendment are inserted for
convenience of reference only and shall not be deemed to affect the meaning or construction of any of the provisions hereof. 
 (c)    This Amendment may not be amended or otherwise modified except as provided in the Agreement. 
 (d)    The failure or unenforceability of any provision hereof shall not affect the other provisions of this Amendment. 
 (e)    Whenever the context and construction so require, all words used in the singular number herein shall be deemed to have been used in the plural, and vice versa, and the masculine gender shall
include the feminine and neuter and the neuter shall include the masculine and feminine. 
 (f)    This Amendment
represents the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements between the parties. There are no unwritten oral agreements between the parties. 
 (g)    THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 [Remainder of Page Intentionally Left Blank] 
  

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 IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective
officers thereunto duly authorized, as of the date first above written. 
  

			
	 ACS FUNDING TRUST I, as Borrower

		
	 By:
	 	 /s/    Malon
Wilkus            

		 	Name: Malon Wilkus
		 	Title: Beneficiary Trustee
	
	 AMERICAN CAPITAL STRATEGIES, LTD., as Servicer

		
	 By:
	 	 /s/    Cydonii
Fairfax            

		 	Name: Cydonii Fairfax
		 	Title: Vice President


 [SIGNATURES CONTINUED ON FOLLOWING PAGE] 
 2nd Amendment to 3rd Amended and Restated Loan Funding 
 and Servicing Agreement 
  

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	 VARIABLE FUNDING CAPITAL
 COMPANY
LLC, as a Conduit Lender

	
	 By:    Wachovia Capital Markets, LLC, as
 attorney-in-fact

		
	 By:
	 	 /s/    Bryan P.
McGrath            

		 	Name: Bryan P. McGrath
		 	Title: Vice President
	
	 WACHOVIA CAPITAL MARKETS, LLC,
 as the Deal Agent

		
	 By:
	 	 /s/    Raj Shah            

		 	Name: Raj Shah
		 	Title: Managing Director
	
	WACHOVIA BANK, NATIONAL ASSOCIATION, as Swingline Lender and as an Institutional Lender
		
	 By:
	 	 /s/    Michael Romanzo
CFA            

		 	Name: Michael Romanzo
		 	Title: Vice President


 [SIGNATURES CONTINUED ON FOLLOWING PAGE] 
 2nd Amendment to 3rd Amended and Restated Loan Funding 
 and Servicing Agreement 
  

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	 JPMORGAN CHASE BANK, N.A., as an
Institutional Lender

		
	 By: 
	 	 /s/    Henry Steuart
 Name:    Henry Steuart
 Title:    Vice President



 [SIGNATURES CONTINUED ON FOLLOWING PAGE] 
  
 2nd Amendment to 3rd Amended and Restated Loan Funding 
 and Servicing Agreement 
  

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	 CITIGROUP GLOBAL MARKETS REALTY CORP.,
 as an Institutional Lender

		
	 By: 
	 	 /s/    John Pawlowski
 Name:    John Pawlowski
 Title:    Authorized Signer



 [SIGNATURES CONTINUED ON FOLLOWING PAGE] 
 2nd Amendment to 3rd Amended and Restated Loan Funding 
 and Servicing Agreement 
  

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	 YC SUSI TRUST, as a Conduit Lender

	
	By:    Bank of America, National Association, as Administrative Trustee and SUSI Trustee
		
	 By:
	 	 /s/    Robert R. Wood
 Name:    Robert R. Wood
 Title:    Principal

	
	BANK OF AMERICA, NATIONAL ASSOCIATION, as a Lender Agent and as an Institutional Lender
		
	 By:
	 	 /s/    Robert R. Wood
 Name:    Robert R. Wood
 Title:    Principal



 [SIGNATURES CONTINUED ON FOLLOWING PAGE] 
 2nd Amendment to 3rd Amended and Restated Loan Funding 
 and Servicing Agreement 
  

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 Acknowledged and agreed as of the date 
 above first written 
  

			
	 WACHOVIA BANK, NATIONAL ASSOCIATION,
 as a Hedge Counterparty

		
	 By:
	 	 /s/    Kim V. Farr
 Name:    Kim V. Farr
 Title:    Director


  
 2nd Amendment to 3rd
Amended and Restated Loan Funding 
 and Servicing Agreement 
  

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 Acknowledged and agreed as of the date above first written 
  

			
	 WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Backup Servicer
 and as the Collateral Custodian

		
	 By:
	 	 /s/    Jennifer C. Davis

		 	Name: Jennifer C. Davis
		 	Title: Assistant Vice President

 2nd Amendment to 3rd Amended and Restated Loan Funding 
 and Servicing Agreement 
  

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