Name of Underwriter(s)] [Address] Ladies and Gentlemen:American Capital Strategies LTD • January 12th, 2007 • New York
Introductory. American Capital Strategies, Ltd., a Delaware corporation (the "Company"), [and [Underwriter(s)], each of them acting either as a principal or as an agent for one of its affiliates (collectively, the "Forward Sellers")], at the request of the Company [in connection with the "Forward Agreements" (as defined below) attached hereto as Exhibit A,] confirm their respective agreements with the Representatives (as defined below) and each of the other Underwriters named in Schedule A attached hereto and made a part hereof (collectively, the "Underwriters") with respect to (a) the sale by the Company [and the Forward Sellers (including the possible issuance and sale by the Company of Common Stock (as defined below) to the Underwriters pursuant to Section 12(a) hereof),] and purchase by the Underwriters, acting severally and not jointly, of their respective portions of _________ shares of Common Stock, [including the Borrowed Shares (as defined below)] (the "Firm Shares") and all o
