January 11, 2010
Exhibit 2.k.45
January 11, 2010
0 Xxxxxxxx Xxxxx Xxxxxx
00xx Xxxxx
Xxxxxxxx, XX 00000
Attn: Compliance Officer
Weil, Gotshal & Xxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: | Xxxxxxxxxxx Xxxxx | |
Xxxxxxx Xxxxxxxxx | ||
Xxxxx Xxxxxxxxx |
Ladies and Gentlemen:
Reference is made to 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. This letter is to confirm that the Company and the Administrative Agent hereby agree to extend the date of “January 15, 2010” to “January 31, 2010” in both Section 4(ii)(A)(1) and Section 4(ii)(A)(2) of the Lock Up in accordance with the terms therein.
If the above correctly reflects our understanding with respect to the foregoing matters, please so confirm by signing the enclosed copy of this letter.
Very truly yours, | ||
WACHOVIA BANK, N.A., as Administrative Agent | ||
By: | /s/ Xxxx Xxxxxxx | |
Name: | Xxxx Xxxxxxx | |
Title: | Director |
Agreed to and accepted as of the date first set forth above:
AMERICAN CAPITAL, LTD. | ||
By: | /s/ Xxxxxx X. Xxxx | |
Name: | Xxxxxx X. Xxxx | |
Title: | Executive Vice President and General Counsel |