0000817473-12-000042 Sample Contracts

SENIOR SECURED REVOLVING CREDIT AGREEMENT
Secured Revolving Credit Agreement • September 14th, 2012 • American Capital, LTD • New York

SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of August 22, 2012 (this “Agreement”), between AMERICAN CAPITAL, LTD. (the “Borrower”), the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A. as Administrative Agent.

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GUARANTEE AND SECURITY AGREEMENT
Guarantee and Security Agreement • September 14th, 2012 • American Capital, LTD • New York

GUARANTEE AND SECURITY AGREEMENT, dated as of August 22, 2012, made by American Capital, Ltd., a Delaware corporation (the “Company”), the subsidiaries of the Company from time to time parties hereto (the “Subsidiary Guarantors”; together with the Company, the “Grantors”), in favor of JPMorgan Chase Bank, N.A., a national banking association, as collateral agent (in such capacity, the “Collateral Agent”) under the Collateral Agency and Intercreditor Agreement, dated as of August 22, 2012 (as amended, supplemented or otherwise modified from time to time, the “Collateral Agency Agreement”), among the Grantors, the Primary Holder Representatives (as defined below) and the Collateral Agent.

AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • September 14th, 2012 • American Capital, LTD • Maryland

THIS AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of December 10, 2009 (the “Effective Date”), by and between AMERICAN CAPITAL, LTD., a Delaware corporation (the “Company”), and GORDON O'BRIEN (the “Executive”).

AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • September 14th, 2012 • American Capital, LTD • Maryland

THIS AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of December 10, 2009 (the “Effective Date”), by and between AMERICAN CAPITAL, LTD., a Delaware corporation (the “Company”), and DARIN WINN (the “Executive”).

AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • September 14th, 2012 • American Capital, LTD • Maryland

THIS AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of December 10, 2009 (the “Effective Date”), by and between AMERICAN CAPITAL, LTD., a Delaware corporation (the “Company”), and MALON WILKUS (the “Executive”).

SENIOR SECURED TERM LOAN CREDIT AGREEMENT
Senior Secured Term Loan Credit Agreement • September 14th, 2012 • American Capital, LTD • New York

SENIOR SECURED TERM LOAN CREDIT AGREEMENT dated as of August 22, 2012 (this “Agreement”), between AMERICAN CAPITAL, LTD. (the “Borrower”), the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A. as Administrative Agent.

AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • September 14th, 2012 • American Capital, LTD • Maryland

THIS AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of December 10, 2009 (the “Effective Date”), by and between AMERICAN CAPITAL, LTD., a Delaware corporation (the “Company”), and IRA WAGNER (the “Executive”).

AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • September 14th, 2012 • American Capital, LTD • Maryland

THIS AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of December 10, 2009 (the “Effective Date”), by and between AMERICAN CAPITAL, LTD., a Delaware corporation (the “Company”), and SAMUEL A. FLAX (the “Executive”).

AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • September 14th, 2012 • American Capital, LTD • Maryland

THIS AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of December 10, 2009 (the “Effective Date”), by and between AMERICAN CAPITAL, LTD., a Delaware corporation (the “Company”), and JOHN ERICKSON (the “Executive”).

COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT Dated as of August 22, 2012 among AMERICAN CAPITAL, LTD., CERTAIN OF ITS SUBSIDIARIES PARTIES HERETO,
Collateral Agency and Intercreditor Agreement • September 14th, 2012 • American Capital, LTD • New York

This COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT, dated as of August 22, 2012 (this “Agreement”), among American Capital, Ltd., a Delaware corporation (the “Company”), the subsidiaries of the Company from time to time parties hereto (the “Subsidiary Guarantors”, and together with the Company, the “Grantors”), JPMorgan Chase Bank, N.A., as Revolver Representative, JPMorgan Chase Bank, N.A., as Term Loan Representative and JPMorgan Chase Bank, N.A., as Collateral Agent (the “Collateral Agent”).

AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • September 14th, 2012 • American Capital, LTD • Maryland

THIS AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of December 10, 2009 (the “Effective Date”), by and between AMERICAN CAPITAL, LTD., a Delaware corporation (the “Company”), and ROLAND CLINE (the “Executive”).

AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • September 14th, 2012 • American Capital, LTD • Maryland

THIS AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of December 10, 2009 (the “Effective Date”), by and between AMERICAN CAPITAL, LTD., a Delaware corporation (the “Company”), and BRIAN GRAFF (the “Executive”).

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