American Capital Strategies (ACAS)

“Credit and Collection Policy” shall mean those credit, collection, customer relation and service policies set forth as Exhibit 5.21 hereto, as the same may be modified by the Company from time to time in accordance with the terms hereof.

“Debt” of any Person shall mean at any date, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments; (c) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business; (d) all obligations of such Person as lessee under Capital Leases; (e) all obligations of such Person to reimburse any bank or other Person in respect of amounts payable under a banker’s acceptance; (f) all redeemable preferred stock of such Person (in the event such Person is a corporation); (g) all obligations (absolute or contingent) of such Person to reimburse any bank or other Person in respect of amounts which are available to be drawn or have been drawn under a letter of credit or similar instrument; (h) all Debt of others secured by a Lien on any asset of such Person, whether or not such Debt is assumed by such Person; (i) all Debt of others Guaranteed by such Person; (j) all principal amounts outstanding and owed to Persons other than such first Person or its Subsidiaries in respect of notes, trust certificates, undivided interests partnership interests or other interests representing the right to be paid a specified principal amount from assets transferred by such first Person or its Subsidiaries in

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connection with securitization transactions; (k) all obligations, direct or indirect (absolute or contingent) of such Person to repurchase property or assets sold or otherwise transferred by such Persons and (l) the principal portion of all obligations of such Person under any synthetic lease, tax retention operating lease, off balance sheet loan or similar off balance sheet financing product where such transaction is considered borrowed money indebtedness for tax purposes but is classified as an operating lease under GAAP.

“Default” shall mean an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both, become an Event of Default.

“Default Rate” shall mean (a) with respect to the Series A Notes, that rate of interest that is the greater of (1) 2.00% per annum above the rate of interest stated in clause (a) of the first paragraph of the Series A Notes or (2) 2.00% over the rate of interest publicly announced from time to time by Deutsche Bank from time to time at its principal office in Frankfurt, Germany as its “base” or “prime” rate for loans denominated in Euros and (b) with respect to the Series B Notes, that rate of interest that is the greater of (1) 2.00% per annum above the rate of interest stated in clause (a) of the first paragraph of the Series B Notes or (2) 2.00% over the rate of interest publicly announced from time to time by The Royal Bank of Scotland plc from time to time at its principal office in London, England as its “base” or “prime” rate for loans denominated in Sterling.

“Defaulted Investment” shall mean any Investment (a) that is 60 days (or such shorter number of days as may be applied for determining when an Investment is to be considered as a defaulted Investment under any Secured Debt Obligation) or more past due with respect to any interest or principal payments or (b) that is or otherwise should be considered a defaulted loan by the Company in connection with its Credit and Collection Policy.

“Disclosure Information” is defined in Section 5.3.

“Dollar” or “$” shall mean the lawful currency of the United States of America.

“EBIT” shall mean, for any period and with respect to the Company and its Consolidated Subsidiaries, on a consolidated basis, operating income after deduction of all operating expenses and other proper charges other than taxes and Interest Expense, all as determined in accordance with GAAP.

“Eligible Debt Investments” shall mean Investments in Senior Debt, Investments in Subordinated Debt and Investments in Junior Subordinated Debt that have been purchased or otherwise acquired by the Company or a Consolidated Subsidiary in the ordinary course of business; provided that no such Investment shall be an Eligible Investment unless (a) such Investment is evidenced by an instrument or agreement that has been duly authorized, executed and delivered and is enforceable against the obligor thereof, (b) such Investment, if applicable, is denominated and payable either in (1) Dollars or (2) the currency of a jurisdiction other than the United States of America, provided that the aggregate amount of Investments permitted under this subclause (2) and clause (b)(2) of the definition of Eligible Equity Investments shall not exceed $100,000,000 (or its equivalent in the relevant currency) at any one time, (c) such Investment is not subject to any Lien and, if such Investment is owned by a Consolidated

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Subsidiary, the Company shall not have pledged or otherwise encumbered the stock of such Consolidated Subsidiary or any direct or indirect parent thereof, (d) no right of rescission, set-off, counterclaim, defense or other material dispute has been asserted with respect to such Investment and (e) the obligor in respect of such Investment is not (1) an individual, (2) organized or incorporated under the laws of a jurisdiction other than a Permitted Country, (3) the subject of an Insolvency Event or (4) a party to a Defaulted Investment.

“Eligible Equity Investments” shall mean Investments in Common Stock, Investments in Preferred Stock, Investments in Redeemable Preferred Stock, and Investments in Warrants that have been purchased or otherwise acquired by the Company or a Consolidated Subsidiary in the ordinary course of business; provided that no such Investment shall be an Eligible Investment unless (a) such Investment is evidenced by an instrument or agreement that has been duly authorized, executed and delivered and is enforceable against the issuer thereof, (b) such Investment, if applicable, is denominated and payable either in (1) Dollars or (2) the currency of a jurisdiction other than the United States of America, provided that the aggregate amount of Investments permitted under this subclause (2) and clause (b)(2) of the definition of Eligible Debt Investments shall not exceed $100,000,000 (or its equivalent in the relevant currency) at any one time, (c) such Investment is not subject to any Lien and, if such Investment is owned by a Consolidated Subsidiary, the Company shall not have pledged or otherwise encumbered the stock of such Consolidated Subsidiary or any direct or indirect parent thereof, (d) no right of rescission, set-off, counterclaim, defense or other material dispute has been asserted with respect to such Investment and (e) the issuer in respect of such Investment is not (1) an individual, (2) organized or incorporated under the laws of a jurisdiction other than a Permitted Country, (3) the subject of an Insolvency Event or (4) in default beyond any period of grace with respect to such Investment or any term of any agreement or instrument evidencing such Investment.

“Eligible Investments” shall mean Eligible Debt Investments and Eligible Equity Investments.

“Eligible Pledged Assets” in respect of each Secured Debt Obligation, shall mean, as of any date of determination, an amount equal to the difference between (a) the value of all Pledged Investments in respect of such Secured Debt Obligation and (b) the principal amount of such Secured Debt Obligation. For purposes of determining “Eligible Pledged Assets,” Pledged Investments shall be valued at their Fair Market Value as of any date of determination.

“EMU” shall mean the Economic and Monetary Union as contemplated in the Treaty on European Union.

“EMU Legislation” shall means legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency (whether known as the Euro or otherwise), being in part the implementation of the third stage of EMU.

“Environmental Laws” shall mean any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including but not limited to those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

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“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“ERISA Affiliate” shall mean any trade or business (whether or not incorporated) that is treated as a single employer together with the Company under Section 414 of the Code.

“Euro” or “€” shall mean the single currency of participating member states of the European Union.

“Event of Default” is defined in Section 11.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Fair Market Value” shall mean, with respect to any Investment, including, without limitation, Pledged Investments, the fair market value of such Investment as required by, and in accordance with, the Investment Company Act and any orders of the Securities and Exchange Commission issued to the Company, all as determined by the Board of Directors of the Company and its independent auditors.

“GAAP” shall mean generally accepted accounting principles as in effect from time to time in the United States of America.

“Governmental Authority” shall mean

(a) the government of

(1) the United Kingdom or the United States of America or any State or other political subdivision thereof, or

(2) any other jurisdiction in which the Company or any Subsidiary conducts all or any part of its business, or which asserts jurisdiction over any properties of the Company or any Subsidiary, or

(b) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.

“Grade 2 Obligor” shall mean, as of any date, any issuer or obligor in respect of Eligible Investments that are classified, in accordance with the Credit and Collection Policy, as “Grade 2” on such date.

“Grade 3 Obligor” shall mean, as of any date, any issuer or obligor in respect of Eligible Investments that are classified, in accordance with the Credit and Collection Policy, as “Grade 3” on such date.

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“Credit and Collection Policy” shall mean those credit, collection, customer relation and service policies set forth as Exhibit 5.21 hereto, as the same may be modified by the Company from time to time in accordance with the terms hereof.

“Debt” of any Person shall mean at any date, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments; (c) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business; (d) all obligations of such Person as lessee under Capital Leases; (e) all obligations of such Person to reimburse any bank or other Person in respect of amounts payable under a banker’s acceptance; (f) all redeemable preferred stock of such Person (in the event such Person is a corporation); (g) all obligations (absolute or contingent) of such Person to reimburse any bank or other Person in respect of amounts which are available to be drawn or have been drawn under a letter of credit or similar instrument; (h) all Debt of others secured by a Lien on any asset of such Person, whether or not such Debt is assumed by such Person; (i) all Debt of others Guaranteed by such Person; (j) all principal amounts outstanding and owed to Persons other than such first Person or its Subsidiaries in respect of notes, trust certificates, undivided interests partnership interests or other interests representing the right to be paid a specified principal amount from assets transferred by such first Person or its Subsidiaries in connection with securitization transactions; (k) all obligations, direct or indirect (absolute or contingent) of such Person to repurchase property or assets sold or otherwise transferred by such Persons and (l) the principal portion of all obligations of such Person under any synthetic lease, tax retention operating lease, off balance sheet loan or similar off balance sheet financing product where such transaction is considered borrowed money indebtedness for tax purposes but is classified as an operating lease under GAAP.

“Default” shall mean an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both, become an Event of Default.

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“Default Rate” shall mean, with respect to the Notes, that rate of interest that is the greater of (a) 2.00% per annum above the rate of interest stated in clause (a) of the first paragraph of the Notes or (b) 2.00% over the rate of interest publicly announced by JPMorgan Chase Bank, NA in New York, New York as its “base” or “prime” rate.

“Defaulted Investment” shall mean any Investment (a) that is 60 days (or such shorter number of days as may be applied for determining when an Investment is to be considered as a defaulted Investment under any Secured Debt Obligation) or more past due with respect to any interest or principal payments or (b) that is or otherwise should be considered a defaulted loan by the Company in connection with its Credit and Collection Policy.

“EBIT” shall mean, for any period and with respect to the Company and its Consolidated Subsidiaries, on a consolidated basis, operating income after deduction of all operating expenses and other proper charges other than taxes and Interest Expense, all as determined in accordance with GAAP.

“Eligible Debt Investments” shall mean Investments in Senior Debt, Investments in Subordinated Debt and Investments in Junior Subordinated Debt that have been purchased or otherwise acquired by the Company or a Consolidated Subsidiary in the ordinary course of business; provided that no such Investment shall be an Eligible Investment unless (a) such Investment is evidenced by an instrument or agreement that has been duly authorized, executed and delivered and is enforceable against the obligor thereof, (b) such Investment, if applicable, is denominated and payable either in (1) United States dollars or (2) the currency of a jurisdiction other than the United States of America, provided that the aggregate amount of Investments permitted under this subclause (2) and clause (b)(2) of the definition of Eligible Equity Investments shall not exceed $300,000,000 at any one time, (c) such Investment is not subject to any Lien and, if such Investment is owned by a Consolidated Subsidiary, the Company shall not have pledged or otherwise encumbered the stock of such Consolidated Subsidiary or any direct or indirect parent thereof, (d) no right of rescission, set-off, counterclaim, defense or other material dispute has been asserted with respect to such Investment and (e) the obligor in respect of such Investment is not (1) an individual, (2) organized or incorporated under the laws of a jurisdiction other than a Permitted Country, (3) the subject of an Insolvency Event or (4) a party to a Defaulted Investment.

“Eligible Equity Investments” shall mean Investments in Common Stock, Investments in Preferred Stock, Investments in Redeemable Preferred Stock, and Investments in Warrants that have been purchased or otherwise acquired by the Company or a Consolidated Subsidiary in the ordinary course of business; provided that no such Investment shall be an Eligible Investment unless (a) such Investment is evidenced by an instrument or agreement that has been duly authorized, executed and delivered and is enforceable against the issuer thereof, (b) such Investment, if applicable, is denominated and payable either in (1) United States dollars or (2) the currency of a jurisdiction other than the United States of America, provided that the aggregate amount of Investments permitted under this subclause (2) and clause (b)(2) of the definition of Eligible Debt Investments shall not exceed $300,000,000 at any one time, (c) such Investment is not subject to any Lien and, if such Investment is owned by a Consolidated Subsidiary, the Company shall not have pledged or otherwise encumbered the stock of such Consolidated Subsidiary or any direct or indirect parent thereof, (d) no right of rescission, set-off,

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counterclaim, defense or other material dispute has been asserted with respect to such Investment and (e) the issuer in respect of such Investment is not (1) an individual, (2) organized or incorporated under the laws of a jurisdiction other than a Permitted Country, (3) the subject of an Insolvency Event or (4) in default beyond any period of grace with respect to such Investment or any term of any agreement or instrument evidencing such Investment.

“Eligible Investments” shall mean Eligible Debt Investments and Eligible Equity Investments.

“Eligible Pledged Assets” in respect of each Secured Debt Obligation, shall mean, as of any date of determination, an amount equal to the difference between (a) the value of all Pledged Investments in respect of such Secured Debt Obligation and (b) the principal amount of such Secured Debt Obligation. For purposes of determining “Eligible Pledged Assets,” Pledged Investments shall be valued at their Fair Market Value as of any date of determination.

“Environmental Laws” shall mean any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including but not limited to those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“ERISA Affiliate” shall mean any trade or business (whether or not incorporated) that is treated as a single employer together with the Company under Section 414 of the Code.

“Event of Default” is defined in Section 11.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Fair Market Value” shall mean with, respect to any Investment, including without limitation, Pledged Investments, the fair market value of such Investment as required by, and in accordance with, the Investment Company Act and any orders of the Securities and Exchange Commission issued to the Company, all as determined by the Board of Directors of the Company and its independent auditors.

“GAAP” shall mean generally accepted accounting principles as in effect from time to time in the United States of America.

“Governmental Authority” shall mean

(a) the government of

(1) the United States of America or any State or other political subdivision thereof, or

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(2) any other jurisdiction in which the Company or any Subsidiary conducts all or any part of its business, or which asserts jurisdiction over any properties of the Company or any Subsidiary, or

(b) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.

“Grade 2 Obligor” shall mean, as of any date, any issuer or obligor in respect of Eligible Investments that are classified, in accordance with the Credit and Collection Policy, as “Grade 2” on such date.

“Grade 3 Obligor” shall mean, as of any date, any issuer or obligor in respect of Eligible Investments that are classified, in accordance with the Credit and Collection Policy, as “Grade 3” on such date.

“Credit and Collection Policy” shall mean those credit, collection, customer relation and service policies set forth as Exhibit 5.21 hereto, as the same may be modified by the Company from time to time in accordance with the terms hereof.

“Debt” of any Person shall mean at any date, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments; (c) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business; (d) all obligations of such Person as lessee under Capital Leases; (e) all obligations of such Person to reimburse any bank or other Person in respect of amounts payable under a banker’s acceptance; (f) all redeemable preferred stock of such Person (in the event such Person is a corporation); (g) all obligations (absolute or contingent) of such Person to reimburse any bank or other Person in respect of amounts which are available to be drawn or have been drawn under a letter of credit or similar instrument; (h) all Debt of others secured by a Lien on any asset of such Person, whether or not such Debt is assumed by such Person; (i) all Debt of others Guaranteed by such Person; (j) all principal amounts outstanding and owed to Persons other than such first Person or its Subsidiaries in respect of notes, trust certificates, undivided interests partnership interests or other interests representing the right to be paid a specified principal amount from assets transferred by such first Person or its Subsidiaries in connection with securitization transactions; (k) all obligations, direct or indirect (absolute or contingent) of such Person to repurchase property or assets sold or otherwise transferred by such Persons and (l) the principal portion of all obligations of such Person under any synthetic lease, tax retention operating lease, off balance sheet loan or similar off balance sheet financing product where such transaction is considered borrowed money indebtedness for tax purposes but is classified as an operating lease under GAAP.

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“Default” shall mean an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both, become an Event of Default.

“Default Rate” shall mean, with respect to the Notes, that rate of interest that is the greater of (a) 2.00% per annum above the rate of interest stated in clause (a) of the first paragraph of the Notes or (b) 2.00% over the rate of interest publicly announced by JPMorgan Chase Bank, NA in New York, New York as its “base” or “prime” rate.

“Defaulted Investment” shall mean any Investment (a) that is 60 days (or such shorter number of days as may be applied for determining when an Investment is to be considered as a defaulted Investment under any Secured Debt Obligation) or more past due with respect to any interest or principal payments or (b) that is or otherwise should be considered a defaulted loan by the Company in connection with its Credit and Collection Policy.

“EBIT” shall mean, for any period and with respect to the Company and its Consolidated Subsidiaries, on a consolidated basis, operating income after deduction of all operating expenses and other proper charges other than taxes and Interest Expense, all as determined in accordance with GAAP.

“Eligible Debt Investments” shall mean Investments in Senior Debt, Investments in Subordinated Debt and Investments in Junior Subordinated Debt that have been purchased or otherwise acquired by the Company or a Consolidated Subsidiary in the ordinary course of business; provided that no such Investment shall be an Eligible Investment unless (a) such Investment is evidenced by an instrument or agreement that has been duly authorized, executed and delivered and is enforceable against the obligor thereof, (b) such Investment, if applicable, is denominated and payable either in (1) United States dollars or (2) the currency of a jurisdiction other than the United States of America, provided that the aggregate amount of Investments permitted under this subclause (2) and clause (b)(2) of the definition of Eligible Equity Investments shall not exceed $100,000,000 at any one time, (c) such Investment is not subject to any Lien and, if such Investment is owned by a Consolidated Subsidiary, the Company shall not have pledged or otherwise encumbered the stock of such Consolidated Subsidiary or any direct or indirect parent thereof, (d) no right of rescission, set-off, counterclaim, defense or other material dispute has been asserted with respect to such Investment and (e) the obligor in respect of such Investment is not (1) an individual, (2) organized or incorporated under the laws of a jurisdiction other than a Permitted Country, (3) the subject of an Insolvency Event or (4) a party to a Defaulted Investment.

“Eligible Equity Investments” shall mean Investments in Common Stock, Investments in Preferred Stock, Investments in Redeemable Preferred Stock, and Investments in Warrants that have been purchased or otherwise acquired by the Company or a Consolidated Subsidiary in the ordinary course of business; provided that no such Investment shall be an Eligible Investment unless (a) such Investment is evidenced by an instrument or agreement that has been duly authorized, executed and delivered and is enforceable against the issuer thereof, (b) such Investment, if applicable, is denominated and payable either in (1) United States dollars or (2) the currency of a jurisdiction other than the United States of America, provided that the aggregate amount of Investments permitted under this subclause (2) and clause (b)(2) of the definition of Eligible Debt Investments shall not exceed $100,000,000 at any one time, (c) such

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Investment is not subject to any Lien and, if such Investment is owned by a Consolidated Subsidiary, the Company shall not have pledged or otherwise encumbered the stock of such Consolidated Subsidiary or any direct or indirect parent thereof, (d) no right of rescission, set-off, counterclaim, defense or other material dispute has been asserted with respect to such Investment and (e) the issuer in respect of such Investment is not (1) an individual, (2) organized or incorporated under the laws of a jurisdiction other than a Permitted Country, (3) the subject of an Insolvency Event or (4) in default beyond any period of grace with respect to such Investment or any term of any agreement or instrument evidencing such Investment.