SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

SCHEDULE 13D

(RULE 13D - 101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)

(Amendment No. 6)*

American Capital, Ltd.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

02503Y 10 3

(CUSIP Number)

Christopher P. Davis, Esq.

Kleinberg, Kaplan, Wolff & Cohen, P.C.

551 Fifth Avenue, New York, New York 10176

(212) 986-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 23, 2016

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ].

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Elliott Associates, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)    [x]
	(b)    [ ]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS
	WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7.	SOLE VOTING POWER
	6,010,500
8.	SHARED VOTING POWER
	0
9.	SOLE DISPOSITIVE POWER
	6,010,500
10.	SHARED DISPOSITIVE POWER
	0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,010,500
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    [ ]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.75%
14.	TYPE OF REPORTING PERSON
	PN

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Elliott International, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)    [x]
	(b)    [ ]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS
	WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands, British West Indies
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7.	SOLE VOTING POWER
	0
8.	SHARED VOTING POWER
	6,464,500
9.	SOLE DISPOSITIVE POWER
	0
10.	SHARED DISPOSITIVE POWER
	6,464,500
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,464,500
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    [ ]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.96%
14.	TYPE OF REPORTING PERSON
	PN

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Elliott International Capital Advisors Inc.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)    [x]
	(b)    [ ]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS
	OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7.	SOLE VOTING POWER
	0
8.	SHARED VOTING POWER
	6,464,500
9.	SOLE DISPOSITIVE POWER
	0
10.	SHARED DISPOSITIVE POWER
	6,464,500
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,464,500
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    [ ]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.96%
14.	TYPE OF REPORTING PERSON
	CO

The following constitutes Amendment No. 6 to the Schedule 13D filed by the undersigned ("Amendment No. 6").  This Amendment No. 6 amends the Schedule 13D as specifically set forth herein.

Item 4. Purpose of Transaction.

Item 4 is hereby amended to add the following:

On May 23, 2016, Elliott and Elliott International entered into a Stockholder Voting and Support Agreement (the "Support Agreement") with Ares Capital Corporation ("Ares") in connection with a proposed acquisition of the Issuer (the "Acquisition") by Ares pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement").  Under the Support Agreement, Elliott and Elliott International agreed, among other things, to vote all shares of Common Stock they beneficially own (i) in favor of the adoption of the Merger Agreement and approval of the Acquisition, (ii) in favor of each action contemplated by the Merger Agreement with respect to which stockholder approval is required thereunder and in favor of the say-on-pay vote in connection with the Acquisition, provided that if Institutional Shareholder Services Inc. or Glass Lewis & Co., LLC recommends otherwise Elliott and Elliott International may vote in their sole discretion with respect to the say-on-pay vote and any other compensation-related proposal, (iii) against any proposal or action that would constitute a breach of the Merger Agreement, or otherwise impede, interfere with, delay, postpone or adversely affect the Acquisition and (iv) against any Competing Proposal (as defined under the Merger Agreement).  Elliott and Elliott International also agreed to certain transfer restrictions regarding the shares of Common Stock they beneficially own, and not to bring certain claims against the Issuer and the Board in connection with the Merger Agreement and the Acquisition.  The Support Agreement will expire upon the earliest of (i) the closing of the Acquisition, (ii) the termination of the Merger Agreement, (iii) the date of any amendment, modification or supplement to the Merger Agreement that (x) materially and adversely affects the economic interest of the stockholders of the Issuer or (y) otherwise decreases the consideration or changes the form of consideration payable to the stockholders of the Issuer (iv) May 23, 2017, and (v) the mutual agreement of the parties.

On May 23, 2016, the Reporting Persons entered into a Letter Agreement (the "Letter Agreement") with the Issuer in connection with the Acquisition, the Merger Agreement and the Support Agreement.  Under the Letter Agreement, the parties agreed to use their reasonable best efforts (commencing at 4:00 pm Eastern Time on May 27, 2016 and with a target of completing such discussions by 8:00 am Eastern Time on June 6, 2016) to enter into an agreement providing, among other things, (i) that in the event the Acquisition is terminated for any reason (a "Termination Event"), the Issuer will, as promptly as practicable, appoint four individuals to the Board, one selected by the Reporting Persons and three mutually agreed upon by the Issuer and the Reporting Persons, to replace four incumbent directors, (ii) the new directors will be appointed to appropriate committees of the Board promptly following their appointment to the Board, (iii) the Issuer will nominate the new directors for election at the Issuer's 2017 annual meeting of stockholders, (iv) a new Chairman of the Board (other than the incumbent) will be selected and (v) for customary standstill, voting and mutual non-disparagement provisions.  The Reporting Persons also agreed that, provided a Termination Event has not occurred, they will vote all shares of Common Stock they beneficially own in favor of the slate of directors nominated by the Board at the Issuer's 2016 annual meeting of stockholders.  The Issuer further agreed to reimburse the Reporting Persons for up to $3.0 million in expenses, with $1.5 million paid within five calendar days after the execution of the Support Agreement and $1.5 million paid upon the earlier of a Termination Event or the closing of the Acquisition.  The Letter Agreement also included a mutual non-disparagement provision.

The descriptions of the Support Agreement and the Letter Agreement above are qualified in their entirety by reference to the full text of such agreements, which are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

On May 23, 2016, Elliott, Elliott International and Ares entered into the Support Agreement defined and described in Item 4 above and attached as Exhibit 99.1 hereto.

On May 23, 2016, the Reporting Persons and the Issuer entered into the Letter Agreement defined and described in Item 4 above and attached as Exhibit 99.2 hereto.

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:

Exhibit 99.1 – Stockholder Voting and Support Agreement, dated May 23, 2016, by and among Ares Capital Corporation, Elliott Associates, L.P., and Elliott International, L.P.

Exhibit 99.2 – Letter Agreement, dated May 23, 2016, by and among American Capital, Ltd., Elliott Associates, L.P., Elliott International, L.P. and Elliott International Capital Advisors Inc.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated: May 23, 2016

ELLIOTT ASSOCIATES, L.P.
By: Elliott Capital Advisors, L.P., as General Partner
By: Braxton Associates, Inc., as General Partner
	By:	/s/ Elliot Greenberg
		Elliot Greenberg,
		Vice President
ELLIOTT INTERNATIONAL, L.P.
By: Elliott International Capital Advisors Inc.,
as Attorney-in-Fact
	By:	/s/ Elliot Greenberg
		Elliot Greenberg,
		Vice President

ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.
By:	/s/ Elliot Greenberg
	Elliot Greenberg,
	Vice President

EX-99.1

STOCKHOLDER VOTING AND SUPPORT AGREEMENT

THIS STOCKHOLDER VOTING AND SUPPORT AGREEMENT (this "Agreement") is made and entered into as of May 23, 2016 by and between Ares Capital Corporation, a Maryland corporation ("Parent"), on the one hand, and Elliott Associates, L.P., a Delaware limited partnership ("Elliott"), and Elliott International, L.P., a Cayman Islands limited partnership ("Elliott International", and with Elliott, each, a "Stockholder", and together, the "Stockholders") stockholders of American Capital, Ltd., a Delaware corporation (the "Company"), on the other hand.

WHEREAS, concurrently with the execution of this Agreement, the Company, Parent, Orion Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Acquisition Sub"), American Capital Asset Management, LLC, a Delaware limited liability company ("Subsidiary Adviser"), Ivy Hill Asset Management, L.P., a Delaware limited partnership ("IHAM"), Ivy Hill Asset Management GP, LLC, a Delaware limited liability company, in its capacity as general partner of IHAM and, for the limited purposes set forth therein, Ares Capital Management LLC, a Delaware limited liability company ("Parent External Adviser"), have entered into an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the "Merger Agreement"), dated as of the date hereof, pursuant to which (i) Subsidiary Adviser will be merged with and into IHAM, with IHAM being the surviving entity in such merger and a wholly owned subsidiary of Parent (the "Adviser Merger") and (ii) Acquisition Sub will be merged with and into the Company, with the Company being the surviving entity of such merger and a wholly owned subsidiary of Parent (the "Company Merger" and together with the Adviser Merger, the "Mergers"), in each case on the terms, and subject to the conditions, set forth in the Merger Agreement;

WHEREAS, as of the date hereof, each Stockholder is the beneficial owner (for purposes of this Agreement, "beneficial owner" (including "beneficially own" and other correlative terms) shall have the meaning set forth in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act")) of the number of shares of Company Common Stock set forth opposite the name of such Stockholder on Schedule I hereto; and

WHEREAS, as an inducement to Parent's willingness to enter into the Merger Agreement, the Stockholders have agreed to enter into this Agreement and vote their Subject Shares as described herein.

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Agreement, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

SECTION 1.       Certain Definitions.  Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Merger Agreement.  For all purposes of and under this Agreement, the following terms shall have the following respective meanings:

(a)"Constructive Sale" shall mean, with respect to any Subject Shares, a short sale with respect to such Subject Shares, entering into or acquiring an offsetting derivative contract with respect to such Subject Shares, entering into or acquiring a future or forward contract to deliver such Subject Shares, or entering into any other hedging or other derivative transaction that has the effect of either directly or indirectly materially changing the economic benefits or risks of ownership of such Subject Shares.

(b)"Expiration Date" shall mean the earliest to occur of (a) the Adviser Merger Effective Time, (b) such date and time as the Merger Agreement shall be terminated in accordance with its terms, (c) May 23, 2017 and (d) the mutual written agreement of each of the parties hereto to terminate this Agreement.

(c)"Subject Shares" shall mean, with respect to each Stockholder, such shares of Company Common Stock set forth opposite the name of such Stockholder on Schedule I hereto, together with any other equity securities of the Company, the power to dispose of or the voting power over which is acquired by the Stockholder during the period from and including the date hereof through and including the Expiration Date, and shall not include (x) shares of Company Common Stock with respect to which the Stockholder only has economic exposure through cash-settled swaps and (y) any cash-settled swaps.

(d)"Transfer" shall mean, with respect to any Subject Shares, the direct or indirect assignment, sale, transfer, tender, pledge, hypothecation, or the grant, creation or suffrage of a Lien upon, or the gift, placement in trust, or the Constructive Sale or other disposition of such Subject Shares (including transfers by testamentary or intestate succession or otherwise by operation of Law) or any right, title or interest therein (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise), or any change in the record or beneficial ownership of such Subject Shares, and any agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing.

SECTION 2.     Transfer of Shares.

(a)Transfer of Shares.  Each Stockholder hereby agrees that at all times during the period commencing on the date hereof until the Expiration Date, the Stockholder shall not cause or permit any Transfer of any of the Stockholder's Subject Shares and shall not make an offer or enter into an agreement, commitment or other arrangement regarding any Transfer of any of such Subject Shares.  Notwithstanding the foregoing, nothing in this Agreement shall prohibit Elliott International from Transferring any or all of its Subject Shares at any time after the then-applicable record date for a stockholder vote with respect to such matters specified under Section 3(a) below (the "Relevant Record Date"), so long as Elliott International retains its eligibility to vote, and deliver a written consent in respect of its Subject Shares, with respect to the Relevant Record Date.

(b)Transfer of Voting Rights.  Except as otherwise permitted by this Agreement, each Stockholder hereby agrees that, at all times commencing on the date hereof until the Expiration Date, the Stockholder shall not deposit, or permit the deposit of, any of the Stockholder's Subject Shares in a voting trust, grant any proxy or power of attorney in respect of the Stockholder's Subject Shares, or enter into any voting agreement or similar arrangement, commitment or understanding with respect to the Stockholder's Subject Shares in violation of this Agreement.

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SECTION 3.     Agreement to Vote Shares.

(a)Voting Agreement.  Until the Expiration Date, at every meeting of stockholders of the Company called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of stockholders of the Company with respect to any of the following, each Stockholder agrees (solely in its capacity as a stockholder of the Company) that it shall, or shall cause its nominee holder of record on any applicable record date to, vote the Subject Shares that the Stockholder is eligible to vote, and deliver a written consent in respect of the Stockholder's Subject Shares, at any applicable general or special meeting of the stockholders of the Company:

(i) in favor of (w) adoption of the Merger Agreement and approval of the Mergers, (x) each of the actions contemplated by the Merger Agreement in respect of which approval of the Company's stockholders is required thereunder, (y) the say-on-pay merger vote in connection with the Mergers and (z) any actions required in furtherance of the foregoing; provided, however, that in the event Institutional Shareholder Services Inc. or Glass Lewis & Co., LLC recommends otherwise with respect to the say-on-pay merger vote or any other compensation-related proposal, the Stockholders will be permitted to vote as to such proposal as they elect in their sole discretion; and  

(ii) against (x) any proposal or action that would constitute a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of the Stockholder under this Agreement or otherwise impede, interfere with, delay, postpone, discourage or adversely affect the Mergers or any of the other transactions contemplated by the Merger Agreement, (y) any Competing Proposal or any proposal relating to a Competing Proposal and (z) any stock purchase agreement, merger, consolidation, business combination, tender offer, exchange, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any one or more assets or businesses of the Company, its Consolidated Subsidiaries and the Subsidiary Adviser Group (other than the Merger Agreement);

provided, that the foregoing voting covenants shall apply solely to actions taken by the Stockholder in its capacity as a stockholder of the Company, and solely with respect to such matters to the extent the approval of the Company's stockholders is required or requested by the Company, and the Stockholder shall not have any obligations or restrictions with respect to such matters in any other capacity or in any other context.

Until the Expiration Date, in the event that any meeting of the stockholders of the Company is held with respect to any of the matters specified in Section 3(a)(i) or (ii) above (and at every adjournment or postponement thereof), each Stockholder covenants that it shall, or shall cause the holder of record of the Stockholder's Subject Shares on each record date relevant to such a stockholder vote with respect to such specified matters to, appear at such meeting or otherwise cause the Stockholder's Subject Shares that are eligible to be voted at such stockholder meeting to be counted as present thereat for purposes of establishing a quorum.

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(b)Prior to the Expiration Date, each Stockholder covenants not to enter into any understanding or agreement with any Person to vote or give instructions with respect to the Stockholder's Subject Shares that would reasonably be expected to result in a breach of Section 3(a).

SECTION 4.     No Ownership Interest.  Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of, or with respect to, any Subject Shares.  All rights, ownership and economic benefits of and relating to the Subject Shares shall remain vested in and belong to the Stockholders, and this Agreement shall not confer any right, power or authority upon Parent or any other Person (a) to direct the Stockholders in the voting of any of the Subject Shares, except as otherwise specifically provided herein, or (b) in the performance of any of the Stockholders' duties or responsibilities as stockholders or officers or directors, as the case may be, of the Company.

SECTION 5.     Representations, Warranties and Other Agreements of the Stockholders. Each Stockholder hereby represents and warrants to Parent as of the date hereof:

(a)     (i) the Stockholder is the beneficial owner of, and has good, valid and marketable title to, the Subject Shares set forth on Schedule I, (ii) the Stockholder has sole voting power, and sole power of disposition, in each case either individually or through the Stockholder's representatives, with respect to all of its Subject Shares, (iii) the Subject Shares owned by the Stockholder are all of the equity securities of the Company owned, either of record or beneficially, by the Stockholder, (iv) the Subject Shares owned by the Stockholder are free and clear of all Liens, other than any Liens created by this Agreement, as imposed by applicable securities Laws or not material to the Stockholder's performance of its obligations under this Agreement and (v) the Stockholder has not appointed or granted any proxy inconsistent with this Agreement, which appointment or grant is still effective, with respect to the Subject Shares.

(b)     the Stockholder has full capacity, power and authority to make, enter into and carry out the terms of this Agreement applicable to the Stockholder;

(c)     the Stockholder agrees not to bring, commence, institute, maintain, prosecute, participate in or voluntarily aid any action, claim, suit or cause of action, in law or in equity, in any court or before any Governmental Authority, which alleges that (i) the execution and delivery of this Agreement by the Stockholder and the granting of any proxies to be delivered in connection with the execution of the Merger Agreement, or (ii) the approval of the Merger Agreement by the Company Board, breaches any fiduciary duty of the Company Board or any member thereof;

(d)     the execution and delivery of this Agreement by the Stockholder does not, and the performance of this Agreement by the Stockholder will not, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification or acceleration) (whether after the giving of notice of or the passage of time or both) under any applicable Law or any contract to which the Stockholder is a party or which is binding on the Stockholder or the Stockholder's Subject Shares, and will not result in the creation of any Lien on any of the Stockholder's Subject Shares;

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(e)     this Agreement has been duly executed by the Stockholder and constitutes the valid and legally binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except that (i) such enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors' rights and remedies generally and (ii) the remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought;

(f)     the execution and delivery of this Agreement by the Stockholder does not, and the performance of this Agreement by the Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority by the Stockholder, (i) except for any applicable requirements and filings with the SEC, if any, under the Exchange Act, and (ii) except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by the Stockholder of the Stockholder's obligations under this Agreement in any material respect; and

(g)     the Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement and the representations and warranties of the Stockholder contained herein.

SECTION 6.     Consent.  Each Stockholder, on behalf of itself only, consents to and authorizes the Company, Parent and their respective Affiliates to (a) publish and disclose in the Joint Proxy Statement, the Form N-14, any current report of the Company or Parent on Form 8-K and any other documents required to be filed with the SEC or any regulatory authority in connection with the Merger Agreement, the Stockholder's identity and ownership of Subject Shares and the nature of the Stockholder's commitments, arrangements and understandings under this Agreement and (b) file this Agreement as an exhibit to the extent required to be filed with the SEC or any regulatory authority relating to the Mergers.  Parent, on behalf of itself only, consents to and authorizes each Stockholder and its respective Affiliates to (a) publish and disclose in any documents required to be filed with the SEC or any regulatory authority the nature of the Stockholder's commitments, arrangements and understandings under this Agreement and (b) file this Agreement as an exhibit to the extent required to be filed with the SEC or any regulatory authority.

SECTION 7.      Termination.  Notwithstanding anything to the contrary provided herein, this Agreement and any undertaking or waiver granted by the Stockholder hereunder automatically shall terminate and be of no further force or effect as of the earliest to occur of (a) the Expiration Date and (b) the date of any amendment, modification or supplement to the Merger Agreement, in each such case if such amendment, modification or supplement (x) materially and adversely affects the economic interest of the stockholders of the Company or (y) otherwise decreases the Merger Consideration or changes the form of consideration payable to the stockholders of the Company in the Mergers; provided, that (1) Section 10 hereof shall survive any termination or expiration of this Agreement, (2) any such termination shall not relieve any party from liability for any willful breach of its obligations hereunder prior to such termination, and (3) each party will be entitled to any remedies at law or in equity to recover its losses arising from any such pre-termination breach.

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SECTION 8.      Appraisal Rights.  Each Stockholder (i) irrevocably waives and agrees not to exercise any rights (including under Section  262 of the DGCL) to demand appraisal of any of the Subject Shares or rights to dissent from the Mergers that the Stockholder may otherwise have and (ii) agrees not to commence or participate in, and will take all actions necessary to opt out of, any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Acquisition Sub, the Company, Parent External Adviser or any of their respective successors relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the Mergers, including any claim (x) challenging the validity of, seeking to enjoin the operation of, any provision of this Agreement or (y) alleging a breach of any fiduciary duty of the Company Board in connection with the Merger Agreement or the transactions contemplated thereby; provided, that the foregoing covenants shall not be deemed a consent to or waiver of any rights of the Stockholder for any breach of this Agreement by Parent or its Affiliates.

SECTION 9.      Further Assurances.

(a)      Each of the parties hereto shall execute and deliver any additional certificate, instruments and other documents, and take any additional actions, as any other party reasonably may deem necessary or appropriate to carry out and effectuate the purpose and intent of this Agreement.

(b)      Each Stockholder agrees, while this Agreement is in effect, to notify Parent promptly in writing of the number and description of any Subject Shares acquired by such Stockholder after the date hereof which are not set forth on Schedule I hereto.

SECTION 10.     Miscellaneous.

(a)      Expenses.  All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense.

(b)      Waiver.  Except as provided in this Agreement, no action taken pursuant to this Agreement, including any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of any other party's obligations to comply with its representations, warranties, covenants and agreements contained in this Agreement.  The waiver by any party hereto of a breach of any provision hereunder (or any delay in asserting any such breach) shall not operate or be construed as a waiver of any prior or subsequent breach of the same or any other provision hereunder or in any other context.

(c)      Severability.  If any provision of this Agreement, or the application thereof to any Person or circumstance, is to be held invalid or unenforceable, the remainder of this Agreement, and the application of such provision to other Persons or circumstances, shall not be affected thereby, and to such end, the provisions of this Agreement are agreed to be severable.

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(d)      Assignment.  Except as expressly permitted by the terms hereof, no party may assign this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of each other party hereto, and any attempted assignment without such prior written approval shall be void.  Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

(e)      Amendments.  This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by each of the parties hereto.

(f)      Specific Performance; Injunctive Relief.  The parties agree that irreparable damage for which monetary damages would not be an adequate remedy would occur to Parent in the event that Stockholder does not perform any provision of this Agreement in accordance with the specific terms hereof or otherwise breach such provisions, and that Parent shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which Parent is entitled at law or in equity.  The Stockholder agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief to enforce the covenants and obligations contained herein on the basis that Parent has an adequate remedy at law or an award of specific performance is not an appropriate remedy for any reason at law or equity and Parent shall not be required to post a bond or other security in connection with any such order or injunction.

(g)      Governing Law.  This Agreement and all Proceedings (whether based on contract, tort or otherwise) arising out of or relating to this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware.

(h)      Jurisdiction and Venue.  In addition, each of the parties hereto (i) expressly and irrevocably consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware, or if that court lacks subject matter jurisdiction, any state or federal court located within the State of Delaware for the purpose of any suit, action or proceeding (whether, in contract, tort, equity or otherwise) relating to this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and (iii) agrees that it will not bring any suit, action or proceeding relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts.

(i)      Waiver Jury Trial.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 10(I).

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(j)      No Agreement Until Transaction Documents Executed.  Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute, or be deemed to evidence, a contract, agreement, arrangement or understanding between the parties hereto unless (i) the Merger Agreement is executed and delivered by all parties thereto and (ii) this Agreement is executed and delivered by all parties hereto.

(k)      No Third Party Beneficiaries.  This Agreement is not intended, and shall not be deemed, to confer any rights, remedies, obligations or liabilities upon any Person other than the parties hereto and their respective heirs, successors, executors, administrators and permitted assigns, to create any agreement of employment with any Person or to otherwise create any third-party beneficiary hereto.

(l)      Notices.  All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made as of the date delivered or sent if delivered personally or sent by facsimile (providing confirmation of transmission) or sent by prepaid overnight carrier (providing proof of delivery) to the parties at the following addresses or facsimile numbers (or at such other addresses or facsimile numbers as from time to time may be specified by the parties by like notice):

if to Parent, to:

Ares Capital Corporation

245 Park Avenue, 44th Floor

New York, NY  10167

Attention: Kipp deVeer and Joshua Bloomstein

Email: deveer@aresmgmt.com and bloomstein@aresmgmt.com

with a copy (which shall not constitute notice) to:

Latham & Watkins LLP

885 Third Avenue

New York, New York 10022

Attention: Jim Gorton; Adel Aslani-Far; Paul Kukish

Email: James.Gorton@lw.com; Adel.Aslanifar@lw.com; Paul.Kukish@lw.comFacsimile: (212) 751-4864

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If to the Stockholders:

Elliott Associates, L.P.

Elliott International, L.P.

40 West 57th Street

New York, NY 10019

Attention: Joseph Jackson

Email: JJackson@elliottmgmt.com

Facsimile: (212) 974-2092

with a copy (which shall not constitute notice) to:

Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, New York 10019

Attention: Steve Wolosky, Esq.

Email: SWolosky@olshanlaw.comFacsimile: (212) 451-2222.

(m)      Counterparts.  This Agreement may be executed in counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.  Facsimile or other electronic transmission of any signed original document shall be deemed the same as the delivery of an original.  At the request of any party, the parties will confirm signatures executed by facsimile or other electronic transmission by signing a duplicate original document.

(n)       Interpretation.  The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.  Whenever the words "include", "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation".  The words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  All terms defined in this Agreement shall have the defined meanings when used in any document made or delivered pursuant hereto unless otherwise defined therein.  The definitions contained or incorporated by reference into this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term.  Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented in accordance with its terms, including (in the case of agreements or instruments) by valid waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein.  References to a Person are also to its permitted assigns and successors.

[Signature pages follow]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.

ARES CAPITAL CORPORATION

By: /s/ R. Kipp deVeer

Name:  R. Kipp deVeer

Title:    Chief Executive Officer

STOCKHOLDERS:

ELLIOTT ASSOCIATES, L.P.
By: Elliott Capital Advisors, L.P., as General Partner

      By: Braxton Associates, Inc., as General Partner

By: /s/ Elliot GreenbergName: Elliot GreenbergTitle:   Vice President

ELLIOTT INTERNATIONAL, L.P.
By: Elliott International Capital Advisors Inc., as Attorney-in-Fact

By: /s/ Elliot GreenbergName: Elliot GreenbergTitle:   Vice President

Schedule I

	Subject Shares	Address
Elliott Associates, L.P.	6,010,500	40 West 57th Street New York, NY 10019
Elliott International, L.P.	6,464,500	40 West 57th Street New York, NY 10019
TOTAL	12,475,000

EX-99.2

May 23, 2016

Elliott Associates, L.P.

Elliott International, L.P.

Elliott International Capital Advisors Inc.

40 West 57th Street

New York, NY 10019

Attention:  Joseph Jackson

Ladies and Gentlemen:

Reference is made in this letter agreement (the "Agreement") to a proposed Stockholder Voting and Support Agreement (the "Support Agreement") to be entered into by Ares Capital Corporation, a Maryland corporation ("Ares"), Elliott Associates, L.P., a Delaware limited partnership ("Elliott"), and Elliott International, L.P., a Cayman Islands limited partnership ("Elliott International"), in connection with the proposed acquisition of American Capital, Ltd., a Delaware corporation (the "Company"), by Ares (the "Transaction"), to be effected by a definitive agreement with respect to the Transaction (the "Transaction Agreement").  Elliott, Elliott International and Elliott International Capital Advisors Inc., a Delaware corporation, are collectively referred to herein as the "Elliott Parties".

In consideration for, among other things, the willingness of the Elliott Parties to support the Transaction and the Transaction Agreement, the parties hereby agree that they shall use their reasonable best efforts to enter into a settlement agreement (the "Settlement Agreement"), provided that discussions among the parties regarding the Settlement Agreement shall take place commencing at 4:00 pm Eastern Time on May 27, 2016 with a target of completing such discussions by 8:00 am Eastern Time on June 6, 2016.  Such Settlement Agreement shall provide, among other things, that in the event the proposed Transaction is terminated (a "Termination Event"), whether as a result of the Company's failure to obtain stockholder approval for the Transaction at a stockholder meeting held for such purpose or the termination of the Transaction Agreement by any party thereto for any reason, the Company agrees, as promptly as practicable following such Termination Event, to appoint four (4) individuals to the Company's Board of Directors (the "Board") to replace four (4) incumbent members of the Board, with one (1) such individual to be selected by the Elliott Parties and with the three (3) additional individuals to be independent directors to be mutually agreed by the Company and the Elliott Parties.  The three (3) additional independent directors shall be selected following the receipt of input from certain major stockholders of the Company.  The Board size shall not be greater than ten (10) members at such time.  The new directors shall be nominated to serve as directors at the Company's 2017 annual meeting of stockholders and shall be appointed to appropriate committees of the Board promptly following their appointment to the Board.  A new Chairman of the Board (other than the incumbent) shall be selected by the newly reconstituted Board from the then-existing directors.  The parties further agree to include other customary provisions in the Settlement Agreement, including a standstill and voting agreement by the Elliott Parties and mutual non-disparagement provisions.

The Company agrees to reimburse the Elliott Parties for their reasonable, documented out-of-pocket fees and expenses incurred in connection with their involvement with the Company, including but not limited to expenses incurred in connection with the Transaction and the Support Agreement, provided that such reimbursement will not exceed $3.0 million in the aggregate, with $1.5 million to be paid within five (5) calendar days after the execution of the Support Agreement and $1.5 million to be paid upon the earlier of a Termination Event or the closing of the Transaction.

Prior to a Termination Event, the Company and the Elliott Parties will each refrain from making, and will cause their respective affiliates not to make, any statement or announcement that both relates to and constitutes an ad hominem attack on, or that both relates to and otherwise disparages, impugns or is reasonably likely to damage the reputation of, the other party or its affiliates.  In addition, the Elliott Parties will publicly disclose their entry into the Support Agreement and this Agreement, and the terms thereof, and make such other disclosures as required in its filings with the Securities and Exchange Commission.

In addition, this Agreement confirms that the Company's 2016 annual meeting of stockholders will not be held on July 29, 2016, as previously announced by the Company in its Current Report on Form 8-K, dated March 17, 2016.  It is the current intention of the Company to hold its 2016 annual meeting of stockholders in conjunction with the Company's special meeting of stockholders for the purpose of approving the Transaction (the "Meeting"), which Meeting is likely to be held in late summer or early fall of 2016.  Provided that a Termination Event has not occurred, the Elliott Parties agree to vote all shares of the Company's common stock beneficially owned by the Elliott Parties in favor of the slate of directors nominated by the Board at the Meeting.  The Elliott Parties represent and warrant that pursuant to the Support Agreement, Elliott and Elliott International have agreed to vote all shares of the Company's common stock beneficially owned by Elliott and Elliott International in favor of the Transaction, in favor of the say-on-pay merger vote in connection with the Transaction and in favor of any other matters related to the Transaction that may be presented by the Company at the Meeting; provided, however, that in the event Institutional Shareholder Services Inc. ("ISS") or Glass Lewis & Co., LLC ("Glass Lewis") recommends otherwise with respect to the say-on-pay merger vote or any other compensation-related proposal, Elliott and Elliott International will be permitted to vote as to such proposal as they elect in their sole discretion.

The parties hereto acknowledge and agree that in the event of an actual or threatened violation of this Agreement, immediate and irreparable harm or injury would be caused for which money damages would not be an adequate remedy.  Accordingly, the parties acknowledge and agree that, in addition to any and all other remedies which may be available to such parties at law or equity, each such party shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to seek to enforce specifically the terms and provisions of this Agreement without any requirement for the securing or posting of any bond in connection with such remedy.  In the event that any action shall be brought in equity to enforce the provisions of this Agreement, neither party shall allege, and both parties hereby waive the defense, that there is an adequate remedy at law.

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This Agreement shall be governed and construed in accordance with the laws of the State of Delaware, without regard to the conflict of law principles thereof.

All notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process in regard hereto shall be in writing and shall be deemed validly given, made or served, if (a) given by email, when such email is sent to the email address set forth below and the appropriate confirmation is received or (b) if given by any other means, when actually received during normal business hours at the address specified in this subsection:

If to the Company:

American Capital, Ltd.

Two Bethesda Metro Center, 14th Floor

Bethesda, MD 20814

Attention: Samuel A. Flax

Telephone: (301) 951-6122

Facsimile: (301) 654-6714

Email: Sam.Flax@americancapital.com

With copies (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP

4 Times Square

New York, NY 10036 Attention: Richard J. Grossman,

David J. Goldschmidt

Telephone: (212) 735-2116, (212) 735-3574

Facsimile: (917) 777-2116,  (917) 777-3574

Email: Richard.Grossman@skadden.com,

David.Goldschmidt@skadden.com

If to the Elliott Parties or any member thereof:

Elliott Associates, L.P.

Elliott International, L.P.

Elliott International Capital Advisors Inc.

40 West 57th Street

New York, NY 10019

Attention: Joseph Jackson

Telephone: (212) 974-6000

Facsimile: (212) 974-2092

Email: JJackson@elliottmgmt.com

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With copies (which shall not constitute notice) to:

Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, NY 10019

Attention: Steve Wolosky

Telephone: (212) 451-2333

Facsimile: (212) 451-222

Email: SWolosky@olshanlaw.com

This Agreement may be executed in two or more counterparts (delivery of which may be by facsimile or via email as a portable document format (.pdf)) which together shall constitute a single agreement.

[Signature Pages Follow]

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Please confirm your agreement with the foregoing by signing and returning one copy of this letter agreement to the undersigned.

Very truly yours,

AMERICAN CAPITAL, LTD.

By: /s/ Samuel A. FlaxName: Samuel A. FlaxTitle:    Executive Vice President and General
             Counsel

AGREED AND ACKNOWLEDGED

(as of the date indicated above):

ELLIOTT ASSOCIATES, L.P.
By: Elliott Capital Advisors, L.P., as General Partner

      By: Braxton Associates, Inc., as General Partner

By: /s/ Elliot GreenbergName: Elliot GreenbergTitle:   Vice President

ELLIOTT INTERNATIONAL, L.P.
By: Elliott International Capital Advisors Inc., as Attorney-in-Fact

By: /s/ Elliot GreenbergName: Elliot GreenbergTitle:   Vice President

ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.

By: /s/ Elliot GreenbergName: Elliot GreenbergTitle:   Vice President