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EXHIBIT 4.a.3
Form of Resale Agreement
October 31, 2000
Allied Capital Corporation
0000 Xxxxxxxxxxxx Xxxxxx, X.X.
Xxxxxxxxxx, XX 00000
Ladies and Gentlemen:
The undersigned understands that Allied Capital Corporation, a Maryland
corporation ("Parent"), Allied Capital B Sub Corporation, a Delaware corporation
and wholly-owned subsidiary of Parent ("Sub"), and BLC Financial Services, Inc.,
a Delaware corporation (the "Company") propose to enter into a Merger Agreement
(the "Merger Agreement") whereby the Sub will be merged with and into the
Company (the "Merger") and the common stock of the Company ("Company Common
Stock") will be converted into shares of common stock of the Parent ("Parent
Common Stock"). Capitalized terms herein shall have the same meaning as in the
Merger Agreement unless otherwise defined.
In connection with the Merger, the undersigned hereby agrees that,
without the prior written consent of the Parent, which may not be unreasonably
withheld, he or she will not, during the period commencing on the Closing Date
of the Merger and ending 90 days after the Closing Date (1) offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase, lend, or
otherwise transfer or dispose of, directly or indirectly, any shares of Parent
Common Stock or any securities convertible into or exercisable or exchangeable
for Parent Common Stock, or (2) enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of
ownership of the Parent Common Stock, whether any such transaction described in
clause (1) or (2) above is to be settled by delivery of Parent Common Stock or
such other securities, in cash or otherwise. The foregoing sentence shall not
apply to the conversion of Company Common Stock for Parent Common Stock in
connection with the Merger.
This Agreement will have no effect until the Merger is consummated.
Very truly yours,
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Name:
