Exhibit 10.60



 Exhibit 10.60 
 FIRST AMENDMENT TO AMERICAN CAPITAL, LTD. LOCK UP AGREEMENT 
 This FIRST AMENDMENT, dated as of January 28, 2010 (this “First Amendment”), amends the Lock Up Agreement, dated as of November 20, 2009 (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 First 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 “January 15, 2010” and replacing them with “March 15, 2010” and by deleting the date “January 31, 2010” and replacing it with “March 31,
2010”. 
 (ii) in Section 4(iii)(2), by deleting the date “March 15, 2010” and replacing it with “May
15, 2010” and by deleting the date “March 31, 2010” and replacing it with “May 31, 2010”. 
 (iii) in
Section 4(iii)(3), by deleting the date “March 31, 2010” and replacing it with “May 31, 2010”. 
 2.
Effectiveness. This First 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. 
  

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 4. Counterparts. This First 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 First Amendment. Delivery of an executed signature page of this First Amendment by facsimile shall be as effective as delivery of a manually executed
signature page of this First Amendment. 
 5. Severability. Any provision of this First 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 First Amendment are
inserted for convenience only and shall not affect the interpretation hereof. 
 7. No Solicitation. This First Amendment
is not and shall not be deemed to be a solicitation of votes for the Plan. In addition, this First 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 FIRST 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. 
  

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

					
	AMERICAN CAPITAL, LTD.
		
	By:	 	     /s/ John Erickson

		 	Name:	 	John Erickson
		 	Title:	 	 President, Structured Finance
 and Chief Financial Officer



  

			
	CONSENTING CREDITORS:
	
	NAME OF INSTITUTION:
	
	The Royal Bank of Scotland PLC
		
	By:	 	 RBS Securities Inc., Its Agent

		
	By:	 	 /s/ Matthew S. Rosenerans

		
	Name:	 	 Matthew S. Rosenerans

		
	Title:	 	 Vice President










			
	CONSENTING CREDITORS:
	
	NAME OF INSTITUTION:
	
	CREDIT SUISSE AG, Cayman Islands Branch
		
	By:	 	 /s/ Didier Siffer

		
	Name:	 	 Didier Siffer

		
	Title:	 	 Managing Director

		
	By:	 	 /s/ Adam Zausmer

		
	Name:	 	 Adam Zausmer

		
	Title:	 	 Vice President










			
	CONSENTING CREDITORS:
	
	NAME OF INSTITUTION:
	
	CREDIT SUISSE LOAN FUNDING LLC
		
	By:	 	 /s/ Douglas DiBella

		
	Name:	 	 Douglas DiBella

		
	Title:	 	 Vice President

		
	By:	 	 /s/ Kenneth Hoffman

		
	Name:	 	 Kenneth Hoffman

		
	Title:	 	 Managing Director










			
	CONSENTING CREDITORS:
	
	NAME OF INSTITUTION:
	
	Morgan Stanley Bank, NA
		
	By:	 	 /s/ Todd Vannucci

		
	Name:	 	 Todd Vannucci

		
	Title:	 	 Authorized Signatory










			
	CONSENTING CREDITORS:
	
	NAME OF INSTITUTION:
	
	The Bank of East Asia, Limited, New York Branch
		
	By:	 	 /s/ Kenneth A. Pettis

		
	Name:	 	 Kenneth A. Pettis

		
	Title:	 	 Senior Vice President

		
	By:	 	 /s/ Kitty Sin

		
	Name:	 	 Kitty Sin

		
	Title:	 	 Senior Vice President










			
	CONSENTING CREDITORS:
	
	NAME OF INSTITUTION:
	
	Societe Generale
		
	By:	 	 /s/ Shelley Yu

		
	Name:	 	 Shelley Yu

		
	Title:	 	 Director










			
	CONSENTING CREDITORS:
	
	NAME OF INSTITUTION:
	
	UBS AG, Stamford Branch
		
	By:	 	 /s/ Irja R. Otsa

		
	Name:	 	 Irja R. Otsa

		
	Title:	 	 Associate Director, Banking Products Services, US

		
	By:	 	 /s/ Marie Haddad

		
	Name:	 	 Marie Haddad

		
	Title:	 	 Associate Director, Banking Products Services, US










			
	CONSENTING CREDITORS:
	
	NAME OF INSTITUTION:
	
	ROYAL BANK OF CANADA
		
	By:	 	 /s/ Kirsten Monaghan

		
	Name:	 	 Kirsten Monaghan

		
	Title:	 	 Director










			
	CONSENTING CREDITORS:
	
	NAME OF INSTITUTION:
	
	Macquarie Bank Limited
		
	By:	 	 /s/ Marc Thatcher

		
	Name:	 	 Marc Thatcher

		
	Title:	 	 Division Director

		
	By:	 	 /s/ Sewmay Lee

		
	Name:	 	 Sewmay Lee

		
	Title:	 	 Senior Lawyer










			
	CONSENTING CREDITORS:
	
	NAME OF INSTITUTION:
	
	HSBC BANK USA, NATIONAL ASSOCIATION
		
	By:	 	 /s/ Patrick M. Hanley

		
	Name:	 	 Patrick M. Hanley

		
	Title:	 	 Senior Vice President










			
	CONSENTING CREDITORS:
	
	NAME OF INSTITUTION:
	
	West LB AG, New York Branch
		
	By:	 	 /s/ Robert Rabbino

		
	Name:	 	 Robert Rabbino

		
	Title:	 	 Executive Director

		
	By:	 	 /s/ Sharon Wang

		
	Name:	 	 Sharon Wang

		
	Title:	 	 Associate Director










			
	CONSENTING CREDITORS:
	
	NAME OF INSTITUTION:
	
	JPMorgan Chase Bank, N.A.
		
	By:	 	 /s/ Melissa Ferro

		
	Name:	 	 Melissa Ferro

		
	Title:	 	 Vice President










			
	CONSENTING CREDITORS:
	
	NAME OF INSTITUTION:
	
	Bank of America, N.A.
		
	By:	 	 /s/ Sean A. Tobias

		
	Name:	 	 Sean A. Tobias

		
	Title:	 	 Senior Vice President










			
	CONSENTING CREDITORS:
	
	NAME OF INSTITUTION:
	
	Mega International Commercial Bank, Silicon Valley Branch
		
	By:	 	 /s/ Kuang Hua Wei

		
	Name:	 	 Kuang Hua Wei

		
	Title:	 	 Senior Vice President & General Manager










			
	CONSENTING CREDITORS:
	
	NAME OF INSTITUTION:
	
	Mega International Commercial Bank Co., Ltd., New York Branch
		
	By:	 	 /s/ Priscilla H. T. Hsing

		
	Name:	 	 Priscilla H. T. Hsing

		
	Title:	 	 VP & DGM










			
	CONSENTING CREDITORS:
	
	NAME OF INSTITUTION:
	
	Mega International Commercial Bank Co., Ltd., Chicago Branch
		
	By:	 	 /s/ Liu, Ming Yung

		
	Name:	 	 Liu, Ming Yung

		
	Title:	 	 SVP & General Manager










			
	CONSENTING CREDITORS:
	
	NAME OF INSTITUTION:
	
	Bank of Montreal Capital Markets Financing, Inc.
		
	By:	 	 /s/ Lana M. Powers

		
	Name:	 	 Lana M. Powers

		
	Title:	 	 Director










			
	CONSENTING CREDITORS:
	
	NAME OF INSTITUTION:
	
	CATHAY UNITED BANK
		
	By:	 	 /s/ Grace Chou

		
	Name:	 	 Grace Chou

		
	Title:	 	 SVP & General Manager










			
	CONSENTING CREDITORS:
	
	NAME OF INSTITUTION:
	
	BANK LEUMI USA
		
	By:	 	 /s/ Joung Hee Hong

		
	Name:	 	 Joung Hee Hong

		
	Title:	 	 First Vice President










			
	CONSENTING CREDITORS:
	
	NAME OF INSTITUTION:
	
	TAIWAN BUSINESS BANK
		
	By:	 	 /s/ Alex Wang

		
	Name:	 	 Alex Wang

		
	Title:	 	 S.V.P. & General Manager










			
	CONSENTING CREDITORS:
	
	NAME OF INSTITUTION:
	
	Wachovia Bank, N.A.
		
	By:	 	 /s/ Mike Romanzo

		
	Name:	 	 Mike Romanzo

		
	Title:	 	 Director










			
	CONSENTING CREDITORS:
	
	NAME OF INSTITUTION:
	
	Goldman Sachs Lending Partners LLC
		
	By:	 	 /s/ Andrew Caditz

		
	Name:	 	 Andrew Caditz

		
	Title:	 	 Authorized Signatory