SECOND AMENDMENT TO AMERICAN CAPITAL, LTD. LOCK UP AGREEMENT

Exhibit 10.1

EXECUTION COPY

SECOND AMENDMENT TO AMERICAN CAPITAL, LTD.

LOCK UP AGREEMENT

This SECOND AMENDMENT, dated as of March 26, 2010 (this “Second Amendment”), amends the Lock Up Agreement, dated as of November 20, 2009 (as amended, supplemented or otherwise modified from time to time, the “Lock Up”), by and among American Capital, Ltd., a Delaware corporation (the “Company”), and each of the creditors party thereto (the “Consenting Creditors”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Lock Up.

RECITALS

WHEREAS, pursuant to the Lock Up, the Consenting Creditors have agreed to implement a restructuring and reorganization of the Company pursuant to the terms set forth in the Term Sheet and the Private/ Public Terms;

WHEREAS, the Company has requested that the Majority Consenting Creditors enter into this Second Amendment on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Amendment to Section 4. Section 4 is hereby amended as follows:

(i) in Section 4(ii), by deleting both occurrences of the date “March 15, 2010” and replacing them with “May 31, 2010” and by deleting the date “March 31, 2010” and replacing it with “June 30, 2010”.

(ii) in Section 4(iii)(2), by deleting the date “May 15, 2010” and replacing it with “July 31, 2010” and by deleting the date “May 31, 2010” and replacing it with “August 15, 2010”.

(iii) in Section 4(iii)(3), by deleting the date “May 31, 2010” and replacing it with “August 15, 2010”.

2. Effectiveness. This Second Amendment shall not become effective unless and until it has been duly executed and delivered by the Company and the Majority Consenting Creditors.

3. Continuing Effect; No Other Amendments. Except as expressly amended hereby, all of the terms and provisions of the Lock Up are and shall remain in full force and effect. The amendments contained herein shall not constitute an amendment or waiver of any other provision of the Lock Up or for any purpose except as expressly set forth herein.

1

4. Counterparts. This Second Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Second Amendment. Delivery of an executed signature page of this Second Amendment by facsimile shall be as effective as delivery of a manually executed signature page of this Second Amendment.

5. Severability. Any provision of this Second Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

6. Headings. The headings of the sections and subsections of this Second Amendment are inserted for convenience only and shall not affect the interpretation hereof.

7. No Solicitation. This Second Amendment is not and shall not be deemed to be a solicitation of votes for the Plan. In addition, this Second Amendment does not constitute an offer to issue or sell securities to any person, or the solicitation of an offer to acquire or buy securities, in any jurisdiction where such offer or solicitation would be unlawful.

8. GOVERNING LAW. THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN THAT STATE.

2

IN WITNESS WHEREOF, each of the Parties has caused this Second Amendment to be executed and delivered by its duly authorized officer as of the date first above written.

AMERICAN CAPITAL, LTD.

By:

Name:

Title:

CONSENTING CREDITORS:

NAME OF INSTITUTION:

By:

Name:

Title:

Address:

Attention:

Fax:

[Second Amendment to RLOC Lock Up Agreement]

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first above written.

AMERICAN CAPITAL, LTD.
By:		/s/ Xxxxx Xxxxxx
Name:		Xxxxx Xxxxxx
Title:		Chairman of the Board and CEO

CONSENTING CREDITORS:

NAME OF INSTITUTION:

By:

Name:

Title:

Address:

Attention:

Fax:

[Second Amendment to RLOC Lock Up Agreement]

IN WITNESS WHEREOF, each of the Parties has caused this Second Amendment to be executed and delivered by its duly authorized officer as of the date first above written.

AMERICAN CAPITAL, LTD.

By:

Name:

Title:

CONSENTING CREDITORS:

NAME OF INSTITUTION:

AFC Investors Trust

By: Wilmington Trust Company, not in its individual capacity, but solely as

owner trustee under the Trust Agreement dated December 4, 2008.

By:		/s/ Xxxxxx X. Xxxx
Name:		Xxxxxx X. Xxxx
Title:		Vice President

Address:

0000 Xxxxx Xxxxxx Xxxxxx

Xxxxxx Xxxxxx Xxxxx

Xxxxxxxxxx, XX 00000

Attention: Xxx Xxxx (xxxxx@xxxxxxxxxxxxxxx.xxx)

Fax: 302/000-0000 Phone: 302/000-0000

[Second Amendment to RLOC Lock Up Agreement]

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first above written.

AMERICAN CAPITAL, LTD.

By:

Name:

Title:

CONSENTING CREDITORS:
NAME OF INSTITUTION:
Bank of Montreal Capital Markets Financing Inc.
By:		/s/ Xxxx Xxxxxx
Name:		Xxxx Xxxxxx
Title:		Vice President/Director

Address:

000 Xxxxx XxXxxxx Xxxxxx, 00^xx Xxxxx

Xxxxxxx, XX 00000

Attention: Xxxx Xxxxxx

Fax: 000-000-0000

[Second Amendment to RLOC Lock Up Agreement]

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first above written.

AMERICAN CAPITAL, LTD.

By:

Name:

Title:

CONSENTING CREDITORS:
NAME OF INSTITUTION:
Bank Leumi USA
By:		/s/ Xxxxx Xxx Hong
Name:		Xxxxx Xxx Hong
Title:		First Vice President

Address:

000 Xxxxx Xxxxxx

Xxx Xxxx, XX 00000

Attention: Xxxxx Xxx Hong

Fax: 000-000-0000

[Second Amendment to RLOC Lock Up Agreement]

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first above written.

AMERICAN CAPITAL, LTD.

By:

Name:

Title:

CONSENTING CREDITORS:
NAME OF INSTITUTION:
Bank of America, NA
By:		/s/ Xxxx X. Xxxxxx
Name:		Xxxx X. Xxxxxx
Title:		Senior Vice President

Address:

000 Xxxx Xxxxxx

66^th Floor, TX1-492-66-01

Xxxxxx, Xxxxx 00000

Attention: Xxxx Xxxxxx

Fax: 000-000-0000

[Second Amendment to RLOC Lock Up Agreement]

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first above written.

AMERICAN CAPITAL, LTD.

By:

Name:

Title:

CONSENTING CREDITORS:
NAME OF INSTITUTION:
BFC Investors Trust
By: Wilmington Trust Company, not in its individual capacity, but solely as owner trustee under the Trust Agreement dated December 4, 2008.
By:		/s/ Xxxxxx X. Xxxx
Name:		Xxxxxx X. Xxxx
Title:		Vice President

Address:

0000 Xxxxx Xxxxxx Xxxxxx

Xxxxxx Xxxxxx Xxxxx

Xxxxxxxxxx, XX 00000

Attention: Xxx Xxxx (xxxxx@xxxxxxxxxxxxxxx.xxx)

Fax: 302/000-0000 Phone: 302/000-0000

[Second Amendment to RLOC Lock Up Agreement]

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first above written.

AMERICAN CAPITAL, LTD.

By:

Name:

Title:

CONSENTING CREDITORS:
NAME OF INSTITUTION:
Cathay United Bank
By:		/s/ Xxxxx Xxxx
Name:		Xxxxx Xxxx
Title:		SVP & General Manager

Address:

000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000

Xxx Xxxxxxx XX 00000

Attention: Xxxxx Xx

Fax: 000-000-0000

[Second Amendment to RLOC Lock Up Agreement]

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first above written.

AMERICAN CAPITAL, LTD.

By:

Name:

Title:

CONSENTING CREDITORS:
NAME OF INSTITUTION:
Credit Suisse AG, Cayman Islands Branch
By:		/s/ Xxx Xxxxx
Name:		Xxx Xxxxx
Title:		Vice President
By:		/s/ Xxx Xxxxxx
Name:		Xxx Xxxxxx
Title:		Authorized Signatory

Address:

00 Xxxxxxx Xxxxxx (0^xx Xxxxx)

Xxx Xxxx, XX 00000

Attention: Xxxxxxxx Xxxx

Fax: (000) 000-0000

[Second Amendment to RLOC Lock Up Agreement]

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first above written.

AMERICAN CAPITAL, LTD.

By:

Name:

Title:

CONSENTING CREDITORS:

NAME OF INSTITUTION:

CFC Investors Trust

By: Wilmington Trust Company, not in its individual capacity, but solely as

owner trustee under the Trust Agreement dated December 11, 2008.

By:		/s/ Xxxxxx X. Xxxx
Name:		Xxxxxx X. Xxxx
Title:		Vice President

Address:

0000 Xxxxx Xxxxxx Xxxxxx

Xxxxxx Xxxxxx Xxxxx

Xxxxxxxxxx, XX 00000

Attention: Xxx Xxxx (xxxxx@xxxxxxxxxxxxxxx.xxx)

Fax: 302/000-0000 Phone: 302/000-0000

[Second Amendment to RLOC Lock Up Agreement]

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first above written.

AMERICAN CAPITAL, LTD.

By:

Name:

Title:

CONSENTING CREDITORS:

NAME OF INSTITUTION:

Citibank, NA, in its capacity as Safekeeping Agent for Midtown Acquisitions,

L.P. (f/k/a DK Acquisition Partner, L.P.).

By:		/s/ Xxxxxxx Xxxxx
Name:		Xxxxxxx Xxxxx
Title:		Director

Address:

Xxxxxxx X. Xxxxx, Director

Citi, Agency & Trust

000 Xxxxxxxxx Xxxxxx, 00^xx Xxxxx

Xxx Xxxx, XX 00000

000-000-0000

Attention:

Fax: 000-000-0000

[Second Amendment to RLOC Lock Up Agreement]

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first above written.

AMERICAN CAPITAL, LTD.

By:

Name:

Title:

CONSENTING CREDITORS:
NAME OF INSTITUTION:
Credit Suisse Loan Funding LLC
By:		/s/ Xxxxxxx Xxxxxxx
Name:		Xxxxxxx Xxxxxxx
Title:		Managing Director
By:		/s/ Xxxxxxx XxXxxxx
Name:		Xxxxxxx XxXxxxx
Title:		Authorized Signatory

Address:

00 Xxxxxxx Xxxxxx (0^xx Xxxxx)

Xxx Xxxx, XX 00000

Attention: Ashweinee Xxxx

Fax: (000) 000-0000

[Second Amendment to RLOC Lock Up Agreement]

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first above written.

AMERICAN CAPITAL, LTD.

By:

Name:

Title:

CONSENTING CREDITORS:
NAME OF INSTITUTION:
EFC Investors Trust
By: Wilmington Trust Company, not in its individual capacity, but solely as owner trustee under the Trust Agreement dated December 4, 2008.
By:		/s/ Xxxxxx X. Xxxx
Name:		Xxxxxx X. Xxxx
Title:		Vice President

Address:

0000 Xxxxx Xxxxxx Xxxxxx

Xxxxxx Xxxxxx Xxxxx

Xxxxxxxxxx, XX 00000

Attention: Xxx Xxxx (xxxxx@xxxxxxxxxxxxxxx.xxx)

Fax: 302/000-0000 Phone: 302/000-0000

[Second Amendment to RLOC Lock Up Agreement]

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first above written.

AMERICAN CAPITAL, LTD.

By:

Name:

Title:

CONSENTING CREDITORS:

NAME OF INSTITUTION:

FFC Investors Trust

By: Wilmington Trust Company, not in its individual capacity, but solely as owner

trustee under the Trust Agreement dated January 9, 2009.

By:		/s/ Xxxxxx X. Xxxx
Name:		Xxxxxx X. Xxxx
Title:		Vice President

Address:

0000 Xxxxx Xxxxxx Xxxxxx

Xxxxxx Xxxxxx Xxxxx

Xxxxxxxxxx, XX 00000

Attention: Xxx Xxxx (xxxxx@xxxxxxxxxxxxxxx.xxx)

Fax: 302/000-0000 Phone: 302/000-0000

[Second Amendment to RLOC Lock Up Agreement]

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first above written.

AMERICAN CAPITAL, LTD.

By:

Name:

Title:

CONSENTING CREDITORS:

NAME OF INSTITUTION:

GoldenTree Credit Opportunities Second Financing, Limited

By:		Goldentree Asset Management, LP.
By:		/s/ Xxxxxxx X .Xxxxxxxxx
Name:		Xxxxxxx X. Xxxxxxxxx
Xxxxx:		Chief Operating Officer

Address:

1230 Avenue of the Xxxxxxxx

0 ^xx Xxxxx

XX, XX 00000

Attention: Xxxxx Xxxxx

Fax: 000-000-0000

[Second Amendment to RLOC Lock Up Agreement]

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first above written.

AMERICAN CAPITAL, LTD.

By:

Name:

Title:

CONSENTING CREDITORS:

NAME OF INSTITUTION:

GoldenTree 2004 Trust
By:		Goldentree Asset Management, LP.
By:		/s/ Xxxxxxx X .Xxxxxxxxx
Name:		Xxxxxxx X. Xxxxxxxxx
Xxxxx:		Chief Operating Officer

Address:

1230 Avenue of the Xxxxxxxx

0 ^xx Xxxxx

XX, XX 00000

Attention: Xxxxx Xxxxx

Fax: 000-000-0000

[Second Amendment to RLOC Lock Up Agreement]

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first above written.

AMERICAN CAPITAL, LTD.

By:

Name:

Title:

CONSENTING CREDITORS:

NAME OF INSTITUTION:

GNS SIP Limited
By:		Goldentree Asset Management, LP.
By:		/s/ Xxxxxxx X .Xxxxxxxxx
Name:		Xxxxxxx X. Xxxxxxxxx
Xxxxx:		Chief Operating Officer

Address:

1230 Avenue of the Xxxxxxxx

0 ^xx Xxxxx

XX, XX 00000

Attention: Xxxxx Xxxxx

Fax: 000-000-0000

[Second Amendment to RLOC Lock Up Agreement]

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first above written.

AMERICAN CAPITAL, LTD.

By:

Name:

Title:

CONSENTING CREDITORS:
NAME OF INSTITUTION:
GoldenTree Credit Opportunities Financing, Limited
By:		Goldentree Asset Management, LP.
By:		/s/ Xxxxxxx X .Xxxxxxxxx
Name:		Xxxxxxx X. Xxxxxxxxx
Xxxxx:		Chief Operating Officer

Address:

1230 Avenue of the Xxxxxxxx

0 ^xx Xxxxx

XX, XX 00000

Attention: Xxxxx Xxxxx

Fax: 000-000-0000

[Second Amendment to RLOC Lock Up Agreement]

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first above written.

AMERICAN CAPITAL, LTD.

By:

Name:

Title:

CONSENTING CREDITORS:
NAME OF INSTITUTION:
Xxxxxxx Xxxxx Lending Partners LLC
By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
Title:		Authorized Signatory

Address:

00 Xxxxxx Xxxxxx

Xxxxxx Xxxx, XX 00000

Attention: Xxxxxx Xxx

Fax: 000-000-0000

[Second Amendment to RLOC Lock Up Agreement]

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first above written.

AMERICAN CAPITAL, LTD.

By:

Name:

Title:

CONSENTING CREDITORS:
NAME OF INSTITUTION:
HSBC Bank USA, National Association
By:		/s/ Xxxxxxx X. Xxxxxx
Name:		Xxxxxxx X. Xxxxxx
Title:		Senior Vice President

Address:

Xxx XXXX Xxxxxx, 00^xx Xxxxx

Xxxxxxx, XX 00000

Phone: Xxxxxxx X. Xxxxx

Fax: 000-000-0000

[Second Amendment to RLOC Lock Up Agreement]

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first above written.

AMERICAN CAPITAL, LTD.

By:

Name:

Title:

CONSENTING CREDITORS:
NAME OF INSTITUTION:
Jefferies Leveraged Credit Products, LLC
By:		/s/ Xxxxxxx X. XxXxxxxxxx
Name:		Xxxxxxx X. XxXxxxxxxx
Title:		Senior Vice President

Address:

Jefferies & Co.

The Metro Center

Xxx Xxxxxxx Xxxxx 00X

Xxxxxxxx, XX 00000

Attention: Xxxx Xxxxxxxxx

Fax: 000-000-0000

[Second Amendment to RLOC Lock Up Agreement]

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first above written.

AMERICAN CAPITAL, LTD.

By:

Name:

Title:

CONSENTING CREDITORS:
NAME OF INSTITUTION:
JPMorgan Chase Bank, N.A.
By:		/s/ Xxxxxxx Xxxxx
Name:		Xxxxxxx Xxxxx
Title:		Executive Director

Address:

000 Xxxx Xxxxxx, 00^xx Xxxxx

Xxx Xxxx, XX 00000

Attention: Xxxxxxx Xxxxx

Fax: 000-000-0000

[Second Amendment to RLOC Lock Up Agreement]

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first above written.

AMERICAN CAPITAL, LTD.

By:

Name:

Title:

CONSENTING CREDITORS:
NAME OF INSTITUTION:
Macquarie Bank Limited
By:		/s/ Xxxx Xxxxxxxx
Name:		Xxxx Xxxxxxxx
Title:		Division Director
By:		/s/ Xxxx Xxxxxxx
Name:		Xxxx Xxxxxxx
Title:		Division Director

Address:

x/x Xxxxxxxxx Xxxxxxx (XXX) Inc.

000 Xxxx 00^xx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attention: FICC Credit Sales & Trading

Fax: (000) 000-0000

[Second Amendment to RLOC Lock Up Agreement]

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first above written.

AMERICAN CAPITAL, LTD.

By:

Name:

Title:

CONSENTING CREDITORS:

NAME OF INSTITUTION:

Mega International Commercial Bank Co., Ltd. Chicago Branch

By:		/s/ Liu, Xxxx Xxxx
Name:		Liu, Xxxx Xxxx
Title:		SVP & General Manager

Address:

0 X. XxXxxxx Xxxxxx, Xxxxx 0000

Xxxxxxx, XX 00000

Attention: Ms. Xxxxxx Xxxx

Fax: 0-000-000-0000

[Second Amendment to RLOC Lock Up Agreement]

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first above written.

AMERICAN CAPITAL, LTD.

By:

Name:

Title:

CONSENTING CREDITORS:

NAME OF INSTITUTION:

Mega International Commercial Bank Co., Ltd., New York Branch

By:		/s/ Xxxxxxxxx Xxxxx
Name:		Xxxxxxxxx Xxxxx
Title:		VP & DGM

Address:

00 Xxxxxxx Xxxxxx

Xxx Xxxx, XX 00000

Attention: Xxxx Xxx Loan Division

Fax: 000-000-0000

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first above written.

AMERICAN CAPITAL, LTD.

By:

Name:

Title:

CONSENTING CREDITORS:
NAME OF INSTITUTION:
Mega International Commercial Bank Co., Ltd., Silicon Valley Branch
By:		/s/ Xxxxx Xxx Wei
Name:		Xxxxx Xxx Wei
Title:		Senior Vice President & General Manager

Address:

000 X. Xxx Xxxxxx Xxxxxx

Xxxxx 000

Xxx Xxxx, XX 00000

Attention: Xxxxx Xxxxx

Fax: 000-000-0000

[Second Amendment to RLOC Lock Up Agreement]

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first above written.

AMERICAN CAPITAL, LTD.

By:

Name:

Title:

CONSENTING CREDITORS:

NAME OF INSTITUTION:

MFC Investors Trust

By: Wilmington Trust Company, not in its individual capacity, but solely as owner trustee under the Trust Agreement dated May 8, 2009.

By:		/s/ Xxxxxx X. Xxxx
Name:		Xxxxxx X. Xxxx
Title:		Vice President

Address:

0000 Xxxxx Xxxxxx Xxxxxx

Xxxxxx Xxxxxx Xxxxx

Xxxxxxxxxx, XX 00000

Attention: Xxx Xxxx (xxxxx@xxxxxxxxxxxxxxx.xxx)

Fax: 302/000-0000 Phone: 302/000-0000

[Second Amendment to RLOC Lock Up Agreement]

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first above written.

AMERICAN CAPITAL, LTD.

By:

Name:

Title:

CONSENTING CREDITORS:
NAME OF INSTITUTION:
Xxxxxx Xxxxxxx Bank, NA
By:		/s/ Xxxx Xxxxxxxx
Name:		Xxxx Xxxxxxxx
Title:		Authorized Signatory

Address:

Xxxxxx Xxxxxxx Principal Investments

0000 Xxxxxxxx (0^xx Xxxxx)

Xxx Xxxx, XX 00000

Attention: Xxxxx Xxxxxx

Fax: 000-000-0000

[Second Amendment to RLOC Lock Up Agreement]

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first above written.

AMERICAN CAPITAL, LTD.

By:

Name:

Title:

CONSENTING CREDITORS:
NAME OF INSTITUTION:
Royal Bank of Canada
By:		/s/ Xxxxxxx Xxxxxxxx
Name:		Xxxxxxx Xxxxxxxx
Title:		Director
		RBC Royal Bank

Address:

00 Xxxx Xxxxxx Xxxx, 0^xx Xxxxx

Xxxxxxx, XX X0X 0X0

Attention: Xxxxxxx Xxxxxxxx

Fax: 000-000-0000

[Second Amendment to RLOC Lock Up Agreement]

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first above written.

AMERICAN CAPITAL, LTD.

By:

Name:

Title:

CONSENTING CREDITORS:

NAME OF INSTITUTION:

Societe Generale

By:		/s/ Xxxxxxx Xx
Name:		Xxxxxxx Xx
Title:		Director

Address:

0000 Xxxxxx xx xxx Xxxxxxxx

Xxx Xxxx, XX 00000

Attention: Xxxxxxx Xx

Fax: 000-000-0000

[Second Amendment to RLOC Lock Up Agreement]

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first above written.

AMERICAN CAPITAL, LTD.

By:

Name:

Title:

CONSENTING CREDITORS:

NAME OF INSTITUTION:

Special Value Continuation Partners, LP

By:		Xxxxxxxxxx Capital Partners, LLC, its Investment Manager
By:		/s/ Xxxxxx X. Xxxxxxxxx
Name:		Xxxxxx X. Xxxxxxxxx
Title:		Authorized Signatory

Address:

0000 00^xx Xxxxxx, Xxxxx 0000

Xxxxx Xxxxxx, XX 00000

Attention:

Fax: 000-000-0000

[Second Amendment to RLOC Lock Up Agreement]

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first above written.

AMERICAN CAPITAL, LTD.

By:

Name:

Title:

CONSENTING CREDITORS:
NAME OF INSTITUTION:
Xxxxxxxxxx Opportunities Partners V, LP
By:		Xxxxxxxxxx Capital Partners, LLC, its Investment Manager
By:		/s/ Xxxxxx X. Xxxxxxxxx
Name:		Xxxxxx X. Xxxxxxxxx
Title:		Authorized Signatory

Address:

0000 00^xx Xxxxxx, Xxxxx 0000

Xxxxx Xxxxxx, XX 00000

Attention:

Fax: 000-000-0000

[Second Amendment to RLOC Lock Up Agreement]

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first above written.

AMERICAN CAPITAL, LTD.

By:

Name:

Title:

CONSENTING CREDITORS:
NAME OF INSTITUTION:
The Bank of East Asia, Limited, New York Branch
By:		/s/ Xxxxxxx X. Xxxxxx
Name:		Xxxxxxx X. Xxxxxx
Title:		Senior Vice President
By:		/s/ Kitty Sin
Name:		Kitty Sin
Title:		Senior Vice President

Address:

000 Xxxxx Xxxxxx

Xxx Xxxx, XX 00000

Attention: Xxx Xxx

Fax: 000-000-0000

[Second Amendment to RLOC Lock Up Agreement]

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first above written.

AMERICAN CAPITAL, LTD.

By:

Name:

Title:

CONSENTING CREDITORS:

NAME OF INSTITUTION:

The Royal Bank of Scotland PLC
By:		RBS Securities Inc, its Agent
By:		/s/ Xxxxxxx X. Xxxxxxxxxx
Name:		Xxxxxxx X. Xxxxxxxxxx
Title:		Vice President

Address:

000 Xxxxxxxxxx Xxxx.

Xxxxxxxx, XX 00000

Attention: Xxxxxxx Xxxxxxxxxx

Fax: (000) 000-0000

[Second Amendment to RLOC Lock Up Agreement]

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first above written.

AMERICAN CAPITAL, LTD.

By:

Name:

Title:

CONSENTING CREDITORS:
NAME OF INSTITUTION:
UBS AG, Stamford Branch
By:		/s/ Xxxx X. Xxxx
Name:		Xxxx X. Xxxx
Title:		Associate Director
		Banking Products Services, US
By:		/s/ Xxxxxxx Xxxxxxxxx
Name:		Xxxxxxx Xxxxxxxxx
Title:		Director
		Banking Products Services, US

Address:

000 Xxxxxxxxxx Xxxxxxxxx

Xxxxxxxx, XX 00000

Attention: Xxxxxx Xxxxxx

Fax: 000-000-0000

[Second Amendment to RLOC Lock Up Agreement]

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first above written.

AMERICAN CAPITAL, LTD.

By:

Name:

Title:

CONSENTING CREDITORS:
NAME OF INSTITUTION:
Wachovia Bank, N.A.
By:		/s/ Xxxx Xxxxxxx
Name:		Xxxx Xxxxxxx
Title:		Director

Address:

000 Xxxxx Xxxxxxx Xxxxxx

XX0000/XX0

Xxxxxxxxx, XX 00000-0000

Attention: Syndication Agency Services

Fax: 000-000-0000

[Second Amendment to RLOC Lock Up Agreement]

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first above written.

AMERICAN CAPITAL, LTD.

By:

Name:

Title:

CONSENTING CREDITORS:

NAME OF INSTITUTION:

West LB AG New York Branch
By:		/s/ X. Xxxxx Min
Name:		X. Xxxxx Min
Title:		Managing Director
By:		/s/ Xxxxxx Xxxx
Name:		Xxxxxx Xxxx
Title:		Associate Director

Address:

0000 Xxxxxx xx xxx Xxxxxxxx

Xxx Xxxx, XX 00000

Attention: Xxxxxx Xxxx

Fax: 000-000-0000

[Second Amendment to RLOC Lock Up Agreement]