Exhibit 10.1



 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/ Malon Wilkus

	 Name:
	 	 Malon Wilkus

	 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/ Joseph B. Feil
	Name:	 	Joseph B. Feil
	Title:	 	Vice President

 Address: 
 1100 North Market Street 
 Rodney Square North

 Wilmington, DE 19890 
 Attention:
Joe Feil (jfeil@wilmingtontrust.com) 
 Fax: 302/636-4145 Phone: 302/636-6466 
  

 [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/ Lana Powers

	 Name:
	 	Lana Powers
	 Title:
	 	Vice President/Director

 Address: 
 115 South LaSalle Street, 12th Floor 
 Chicago, IL 60603 
 Attention: Lana Powers 
 Fax: 312-461-7958 
  

 [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/ Joung Hee Hong

	 Name:
	 	Joung Hee Hong
	 Title:
	 	First Vice President

 Address: 
 562 Fifth Avenue 
 New York, NY 10036 

Attention: Joung Hee Hong 
 Fax: 212-407-4317

  

 [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/ Sean A. Tobias

	Name:	 	Sean A. Tobias
	Title:	 	Senior Vice President

 Address: 
 901 Main Street 
 66th Floor, TX1-492-66-01 
 Dallas, Texas 75202 
 Attention: Sean Tobias

 Fax: 214-530-2657 
  

 [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/ Joseph B. Feil

	Name:	 	Joseph B. Feil
	Title:	 	Vice President

 Address: 
 1100 North Market Street 
 Rodney Square North

 Wilmington, DE 19890 
 Attention:
Joe Feil (jfeil@wilmingtontrust.com) 
 Fax: 302/636-4145 Phone: 302/636-6466 
  

 [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/ Grace Chou

	 Name:
	 	Grace Chou
	 Title:
	 	SVP & General Manager

 Address: 
 725 South Figueroa Street, Suite 4150 
 Los Angeles
CA 90017 
 Attention: Janet Fu 
 Fax:
213-627-6817 
  

 [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/ Gil Golan

	 Name:
	 	Gil Golan
	 Title:
	 	Vice President
		
	 By:
	 	 /s/ Ian Landow

	 Name:
	 	Ian Landow
	 Title:
	 	Authorized Signatory

 Address: 
 11 Madison Avenue (5th Floor) 
 New
York, NY 10010 
 Attention: Ashwinee Sawh 
 Fax: (212) 325-8129 
  

 [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/ Joseph B. Feil
	Name:	 	Joseph B. Feil
	Title:	 	Vice President

 Address: 
 1100 North Market Street 
 Rodney Square North

 Wilmington, DE 19890 
 Attention:
Joe Feil (jfeil@wilmingtontrust.com) 
 Fax: 302/636-4145 Phone: 302/636-6466 
  

 [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/ Camille Tomao
	Name:	 	Camille Tomao
	Title:	 	Director

 Address: 
 Camille R. Tomao, Director 
 Citi,
Agency & Trust 
 388 Greenwich Street, 14th Floor 
 New
York, NY 10013 
 212-816-5692 
 Attention: 
 Fax: 212-816-5530 
  

 [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/ Kenneth Hoffman

	Name:	 	Kenneth Hoffman
	Title:	 	Managing Director
		
	By:	 	 /s/ Douglas DiBella

	Name:	 	Douglas DiBella
	Title:	 	Authorized Signatory

 Address: 
 11 Madison Avenue (5th Floor) 
 New
York, NY 10010 
 Attention: Ashweinee Sawh 
 Fax: (212) 325-8129 
  

 [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/ Joseph B. Feil

	 Name:
	 	Joseph B. Feil
	 Title:
	 	Vice President

 Address: 
 1100 North Market Street 
 Rodney Square North

 Wilmington, DE 19890 
 Attention:
Joe Feil (jfeil@wilmingtontrust.com) 
 Fax: 302/636-4145 Phone: 302/636-6466 
  

 [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/ Joseph B. Feil
	Name:	 	Joseph B. Feil
	Title:	 	Vice President

 Address: 
 1100 North Market Street 
 Rodney Square North

 Wilmington, DE 19890 
 Attention:
Joe Feil (jfeil@wilmingtontrust.com) 
 Fax: 302/636-4145 Phone: 302/636-6466 
  

 [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/ William D .Christian
	Name:	 	William D. Christian
	Title:	 	Chief Operating Officer

 Address: 
 1230 Avenue of the Americas 
 3
rd Floor 
 NY, NY 10022 
 Attention: Karen Weber 

Fax: 212-847-3431 
  

 [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/ William D .Christian

	Name:	 	William D. Christian
	Title:	 	Chief Operating Officer

 Address: 
 1230 Avenue of the Americas 
 3
rd Floor 
 NY, NY 10022 
 Attention: Karen Weber 

Fax: 212-847-3431 
  

 [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/ William D .Christian

	Name:	 	William D. Christian
	Title:	 	Chief Operating Officer

 Address: 
 1230 Avenue of the Americas 
 3
rd Floor 
 NY, NY 10022 
 Attention: Karen Weber 

Fax: 212-847-3431 
  

 [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/ William D .Christian
	Name:	 	William D. Christian
	Title:	 	Chief Operating Officer

 Address: 
 1230 Avenue of the Americas 
 3
rd Floor 
 NY, NY 10022 
 Attention: Karen Weber 

Fax: 212-847-3431 
  

 [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:
	
	 Goldman Sachs Lending Partners LLC

		
	By:	 	/s/ Andrew Caditz
	Name:	 	Andrew Caditz
	Title:	 	Authorized Signatory

 Address: 
 30 Hudson Street 
 Jersey City, NJ 07302

 Attention: Lauren Day 
 Fax:
646-769-7700 
  

 [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/ Patrick M. Hanley

	Name:	 	Patrick M. Hanley
	Title:	 	Senior Vice President

 Address: 
 One HSBC Center, 26th Floor 
 Buffalo, NY 14203 
 Phone: Patrick M. Haley 
 Fax: 716-841-1968 
  

 [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/ William M. McLoughlin

	Name:	 	William M. McLoughlin
	Title:	 	Senior Vice President

 Address: 
 Jefferies & Co. 
 The Metro Center

 One Station Place 13N 
 Stanford, CT
06102 
 Attention: Anna Lopicollo 
 Fax: 201-221-8265 
  

 [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/ Melissa Ferro

	 Name:
	 	Melissa Ferro
	 Title:
	 	Executive Director

 Address: 
 277 Park Avenue, 36th Floor 
 New
York, NY 10172 
 Attention: Melissa Ferro 
 Fax: 212-270-2642 
  

 [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/ Marc Thatcher

	 Name:
	 	Marc Thatcher
	 Title:
	 	Division Director
		
	 By:
	 	 /s/ Lisa Knowles

	 Name:
	 	Lisa Knowles
	 Title:
	 	Division Director

 Address: 
 c/o Macquarie Capital (USA) Inc. 
 125 West 55th Street 
 New York, New York 10019 
 Attention: FICC Credit
Sales & Trading 
 Fax: (212) 231-2399 
  

 [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, Ming Yung

	Name:	 	Liu, Ming Yung
	Title:	 	SVP & General Manager

 Address: 
 2 N. LaSalle Street, Suite 1803 
 Chicago, IL 60076

 Attention: Ms. Louisa Chan 
 Fax: 1-312-782-2402 
  

 [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/ Priscilla Hsing

	Name:	 	Priscilla Hsing
	Title:	 	VP & DGM

 Address: 
 65 Liberty Street 
 New York, NY 10005 

Attention: Ifen Lee Loan Division 
 Fax:
212-766-5006 







 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/ Kuang Hua Wei

	 Name:
	 	Kuang Hua Wei
	 Title:
	 	Senior Vice President & General Manager

 Address: 
 333 W. San Carlos Street 
 Suite 100 
 San Jose, CA 95110 
 Attention: Sandy Chang 
 Fax: 408-283-1678 
  

 [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/ Joseph B. Feil

	 Name:
	 	Joseph B. Feil
	 Title:
	 	Vice President

 Address: 
 1100 North Market Street 
 Rodney Square North

 Wilmington, DE 19890 
 Attention:
Joe Feil (jfeil@wilmingtontrust.com) 
 Fax: 302/636-4145 Phone: 302/636-6466 
  

 [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:

	
	 Morgan Stanley Bank, NA

		
	By:	 	 /s/ Todd Vannucci

	Name:	 	Todd Vannucci
	Title:	 	Authorized Signatory

 Address: 
 Morgan Stanley Principal Investments 
 1585 Broadway (2nd Floor) 
 New York, NY 10036 
 Attention: David Hansen

 Fax: 646-403-9616 
  

 [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/ Kirsten Monaghan

	 Name:
	 	Kirsten Monaghan
	 Title:
	 	Director
		 	RBC Royal Bank

 Address: 
 20 King Street West, 9th Floor 
 Toronto, ON M5H 1C4 
 Attention: Kirsten Monaghan 
 Fax: 416-974-8376 
  

 [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/ Shelley Yu
	Name:	 	Shelley Yu
	Title:	 	Director

 Address: 
 1221 Avenue of the Americas 
 New York, NY 10020

 Attention: Shelley Yu 
 Fax:
212-278-7569 
  

 [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:	 	Tennenbaum Capital Partners, LLC, its Investment Manager
		
	By:	 	/s/ Howard M. Levkowitz
	Name:	 	Howard M. Levkowitz
	Title:	 	Authorized Signatory

 Address: 
 2951 28th Street, Suite 1000 
 Santa Monica, CA 90405 
 Attention: 
 Fax: 310-899-4950 
  

 [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:
	
	 Tennenbaum Opportunities Partners V, LP

		
	By:	 	Tennenbaum Capital Partners, LLC, its Investment Manager
		
	By:	 	 /s/ Howard M. Levkowitz

	Name:	 	Howard M. Levkowitz
	Title:	 	Authorized Signatory

 Address: 
 2951 28th Street, Suite 1000 
 Santa Monica, CA 90405 
 Attention: 
 Fax: 310-899-4950 
  

 [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/ Kenneth A. Pettis

	Name:	 	Kenneth A. Pettis
	Title:	 	Senior Vice President
		
	By:	 	 /s/ Kitty Sin

	Name:	 	Kitty Sin
	Title:	 	Senior Vice President

 Address: 
 202 Canal Street 
 New York, NY 10013 

Attention: Jun Ren 
 Fax: 212-962-1334

  

 [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/ Matthew S. Rosencrans

	Name:	 	Matthew S. Rosencrans
	Title:	 	Vice President

 Address: 
 600 Washington Blvd. 
 Stamford, CT 06901

 Attention: Matthew Rosencrans 
 Fax:
(201) 215-9316 
  

 [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/ Irja R. Otsa

	 Name:
	 	Irja R. Otsa
	 Title:
	 	Associate Director
		 	Banking Products Services, US
		
	 By:
	 	 /s/ Michael Cerniglia

	 Name:
	 	Michael Cerniglia
	 Title:
	 	Director
		 	Banking Products Services, US

 Address: 

677 Washington Boulevard 
 Stamford, CT 06901

 Attention: Denise Bushee 
 Fax:
203-719-3888 
  

 [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/ Mike Romanzo

	 Name:
	 	Mike Romanzo
	 Title:
	 	Director

 Address: 
 201 South College Street 
 NC0680/CP8 

Charlotte, NC 28288-0608 
 Attention:
Syndication Agency Services 
 Fax: 704-383-0288 
  

 [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/ E. Keith Min

	Name:	 	E. Keith Min
	Title:	 	Managing Director
		
	By:	 	 /s/ Sharon Wang

	Name:	 	Sharon Wang
	Title:	 	Associate Director

 Address: 
 1211 Avenue of the Americas 
 New York, NY 10036

 Attention: Sharon Wang 
 Fax:
212-852-6320 
  

 [Second Amendment to RLOC Lock Up Agreement]