as of the date specified in Item 3 above will be
$
, after giving effect to the reduction requested hereby.
The Advances Outstanding in an Alternative Currency as of the date specified in
Item 3 above will be $
, after giving effect to the reduction
requested hereby.
5. Attached to this Borrower Notice is a true, correct and complete calculation
of the Borrowing Base and all components thereof as of the date specified in
Item 3 above and after giving effect to the reduction requested hereby.
6. All of the conditions precedent applicable to the Advance Reduction or
Facility Reduction requested herein as set forth in the Agreement have been
satisfied as of the date hereof and will remain satisfied to the date of such
Advance, including those set forth in Section 2.4 of the Agreement.
[The Remainder Of This Page Is Intentionally Left Blank]
A-3-2
IN WITNESS WHEREOF, the undersigned has executed the Borrower Notice this
[
] day of [
], [
].
ACS FUNDING TRUST I
as the Borrower
By:
American Capital Strategies, Ltd., as Servicer
By:
Name:
Title:
AMERICAN CAPITAL STRATEGIES, LTD.,
as the Servicer
By:
Name:
Title:
[attach Borrowing Base Certificate]
A-3-3
EXHIBIT B-1
FORM OF STRUCTURED NOTE
$[
],000,000
September
, 2005
THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR BLUE
SKY LAW OF ANY STATE. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT
THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY
(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB
PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (2) IN CERTIFICATED FORM TO AN INSTITUTIONAL "ACCREDITED INVESTOR"
(WITHIN THE MEANING OF RULE 501 (a)(1)-(3) OR (7) UNDER THE SECURITIES ACT)
PURCHASING FOR INVESTMENT AND NOT FOR DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, IN EACH CASE, SUBJECT TO THE RECEIPT BY THE SERVICER AND THE
DEAL AGENT OF A TRANSFERREE LETTER AND SUCH OTHER EVIDENCE ACCEPTABLE TO THE
SERVICER AND THE DEAL AGENT THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND
SECURITIES AND BLUE SKY LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER
APPLICABLE JURISDICTION, (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO
ANOTHER EXEMPTION AVAILABLE UNDER THE SECURITIES ACT AND IN ACCORDANCE