SECOND AMENDMENT TO AMERICANCAPITAL, 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.
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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.
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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: |
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| Name: | ||
| Title: | ||
| CONSENTING CREDITORS: | ||
| NAME OF INSTITUTION: | ||
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| By: |
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| Name: |
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| Title: |
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| 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: | ||
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| By: |
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| Name: |
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| Title: |
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| 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 ***@***)
Fax: 302 ###-###-#### Phone: 302 ###-###-####
[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: | ||
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NAME OF INSTITUTION: | ||
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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 ###-###-####
[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: | ||
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NAME OF INSTITUTION: | ||
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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 ###-###-####
[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 ###-###-####
[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 ***@***)
Fax: 302 ###-###-#### Phone: 302 ###-###-####
[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 ###-###-####
[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) ###-###-####
[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 ***@***)
Fax: 302 ###-###-#### Phone: 302 ###-###-####
[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 ###-###-####
Attention:
Fax: 212 ###-###-####
[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) ###-###-####
[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 | ||
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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 ***@***)
Fax: 302 ###-###-#### Phone: 302 ###-###-####
[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 ***@***)
Fax: 302 ###-###-#### Phone: 302 ###-###-####
[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 ###-###-####
[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 ###-###-####
[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 ###-###-####
[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 ###-###-####
[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 ###-###-####
[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 ###-###-####
[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 ###-###-####
[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 ###-###-####
[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) ###-###-####
[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 ###-###-####
[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 ###-###-####
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 ###-###-####
[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 ***@***)
Fax: 302 ###-###-#### Phone: 302 ###-###-####
[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 ###-###-####
[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 ###-###-####
[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 ###-###-####
[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 ###-###-####
[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 ###-###-####
[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 ###-###-####
[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) ###-###-####
[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 ###-###-####
[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 ###-###-####
Attention: Syndication Agency Services
Fax: 704 ###-###-####
[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 ###-###-####
[Second Amendment to RLOC Lock Up Agreement]
