Form 8-K

8-K — ARES CAPITAL CORP

Accession: 0001104659-26-058639

Filed: 2026-05-11

Period: 2026-05-11

CIK: 0001287750

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2614090d1_8k.htm (Primary)

EX-1.1 — EXHIBIT 1.1 (tm2614090d1_ex1-1.htm)

EX-4.2 — EXHIBIT 4.2 (tm2614090d1_ex4-2.htm)

EX-5.1 — EXHIBIT 5.1 (tm2614090d1_ex5-1.htm)

EX-5.2 — EXHIBIT 5.2 (tm2614090d1_ex5-2.htm)

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8-K — FORM 8-K

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the

Securities Exchange Act of 1934

Date of report (Date of earliest event

reported) May 11, 2026

ARES CAPITAL CORPORATION

(Exact Name of Registrant as Specified in

Charter)

Maryland

814-00663

33-1089684

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

245 Park Avenue, 44th Floor, New York, NY

10167

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including

area code (212) 750-7300

(Former Name or Former Address, if Changed

Since Last Report)

Check the appropriate box below if the

Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions

(see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of

the Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Common stock, $0.001 par value

ARCC

NASDAQ Global Select Market

Indicate by check mark whether the registrant

is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter)

or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging

growth company ¨

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for

complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange

Act. ¨

Item 1.01. Entry into a Material Definitive Agreement.

On May 11, 2026 Ares Capital

Corporation (the “Company”) and U.S. Bank Trust Company, National Association (the “Trustee”), entered into a

Sixth Supplemental Indenture (the “Sixth Supplemental Indenture”) to the Indenture, dated May 13, 2024, between the Company

and the Trustee (the “Base Indenture” and, together with the Sixth Supplemental Indenture, the “Indenture”). The

Sixth Supplemental Indenture relates to the Company’s issuance, offer and sale of $800,000,000 aggregate principal amount of its

5.550% notes due 2030 (the “Notes”).

The Notes will mature on January

15, 2030 and may be redeemed in whole or in part at the Company’s option at any time at the redemption price set forth in the Sixth

Supplemental Indenture. The Notes bear interest at a rate of 5.550% per year payable semiannually on January 15 and July 15 of each year,

commencing on January 15, 2027. The Notes are direct unsecured obligations of the Company.

The Company expects to use

the net proceeds of this offering to repay certain outstanding indebtedness under its credit facilities. The Company may reborrow under

its credit facilities for general corporate purposes, which include investing in portfolio companies in accordance with its investment

objective.

The Base Indenture, as supplemented

by the Sixth Supplemental Indenture, contains certain covenants including covenants requiring the Company to comply with Section 18(a)(1)(A)

as modified by Section 61(a) of the Investment Company Act of 1940, as amended, or any successor provisions, as such obligation may be

amended or superseded but giving effect to any exemptive relief granted to the Company by the Securities and Exchange Commission (the

“SEC”), and to provide financial information to the holders of the Notes and the Trustee if the Company should no longer be

subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important

limitations and exceptions that are described in the Indenture.

In addition, upon the occurrence

of a change of control repurchase event (which involves the occurrence of both a change of control and a below investment grade rating

of the Notes by each of Fitch, Inc., Moody’s Investor Services, Inc. and Standard & Poor’s Ratings Services), the Company

will be required to make an offer to purchase the Notes at a price equal to 100% of the principal amount plus accrued and unpaid interest

to the date of purchase.

The Notes were offered and

sold pursuant to the Registration Statement on Form N-2 (File No. 333-279023) filed with the SEC on May 1, 2024, the preliminary prospectus

supplement filed with the SEC on May 4, 2026 and the pricing term sheet filed with the SEC on May 4, 2026. The transaction closed on May

11, 2026.

The Trustee also serves as

the Company’s custodian under the terms of a custody agreement, pursuant to which it receives customary fees and expenses as custodian.

The foregoing descriptions

of the Base Indenture, Sixth Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by

reference to the full text of the Base Indenture, Sixth Supplemental Indenture and the Notes, respectively, each filed as exhibits hereto

and incorporated by reference herein.

Item 2.03. Creation of a Direct Financial

Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information required by

Item 2.03 contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 8.01. Other Events.

On May 4, 2026 the Company,

Ares Capital Management LLC, Ares Operations LLC and BofA Securities, Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC, SMBC

Nikko Securities America, Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters

named on Schedule A thereto, entered into a Purchase Agreement (the “Purchase Agreement”) with respect to the issuance and

sale of the Notes.

In connection with the issuance

of the Notes, the Company entered into an interest rate swap with JPMorgan Chase Bank, N.A. to swap from a fixed rate of interest to a

floating rate of interest. The notional amount of the interest rate swap is $800,000,000, pursuant to which the Company will receive fixed

rate interest at 5.550% and pay floating rate interest based on one-month SOFR + 1.69950%. The interest rate swap matures on January 15,

2030.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit

Number

Description

1.1

Purchase Agreement, dated as of May 4, 2026, among Ares Capital Corporation, Ares Capital Management LLC, Ares Operations LLC and BofA Securities, Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named on Schedule A thereto

4.1

Indenture, dated as of May 13, 2024, by and between the Company and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 10-Q (File No. 814-00663) for the quarter ended June 30, 2024, filed on July 30, 2024)

4.2

Sixth Supplemental Indenture, dated as of May 11, 2026, relating to the 5.550% Notes due 2030, between the Company and U.S. Bank Trust Company, National Association, as trustee

4.3

Form of 5.550% Notes due 2030 (contained in the Sixth Supplemental Indenture filed as Exhibit 4.2 hereto)

5.1

Opinion of Venable LLP

5.2

Opinion of Kirkland & Ellis LLP

23.1

Consent of Venable LLP (contained in the opinion filed as Exhibit 5.1 hereto)

23.2

Consent of Kirkland & Ellis LLP (contained in the opinion filed as Exhibit 5.2 hereto)

104

Cover Page Interactive Data File (embedded within Inline XBRL Document)

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

ARES CAPITAL CORPORATION

Date: May 11, 2026

By:

/s/

Scott C. Lem

Name:

Scott C. Lem

Title:

Chief Financial Officer and

Treasurer

EX-1.1 — EXHIBIT 1.1

EX-1.1

Filename: tm2614090d1_ex1-1.htm · Sequence: 2

Exhibit 1.1

ARES CAPITAL CORPORATION

(a Maryland corporation)

$800,000,000

5.550% Notes due 2030

PURCHASE AGREEMENT

Dated: May 4, 2026

ARES CAPITAL CORPORATION

(a Maryland corporation)

$800,000,000

5.550% Notes due 2030

PURCHASE AGREEMENT

May 4, 2026

BofA Securities, Inc.

J.P. Morgan Securities LLC

RBC Capital Markets, LLC

SMBC Nikko Securities America, Inc.

Truist Securities, Inc.

Wells Fargo Securities, LLC

As Representatives of the Underwriters

named in Schedule A hereto.

c/o BofA Securities, Inc.

One Bryant Park

New York, New York 10036

c/o J.P. Morgan Securities LLC

270 Park Avenue

New York, New York 10017

c/o RBC Capital Markets, LLC

Brookfield Place

200 Vesey Street, 8th Floor

New York, New York 10281

c/o SMBC Nikko Securities America, Inc.

277 Park Avenue, 5th Floor

New York, New York 10172

c/o Truist Securities, Inc.

50 Hudson Yards, 70th Floor

New York, NY 10001

c/o Wells Fargo Securities, LLC

550 South Tryon Street, 5th Floor

Charlotte, North Carolina 28202

Ladies and Gentlemen:

Ares Capital Corporation,

a Maryland corporation (the “Company”), confirms its agreement with each of the Underwriters named in Schedule A hereto (collectively,

the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10

hereof), for whom BofA Securities, Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc.,

Truist Securities, Inc., and Wells Fargo Securities, LLC are acting as representatives (in such capacity, the “Representatives”),

with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of $800,000,000

aggregate principal amount of 5.550% Notes due 2030 (the “Securities”) of the Company set forth in said Schedule A.

The Securities will be issued

under an indenture dated as of May 13, 2024, as supplemented by the Sixth Supplemental Indenture, to be dated as of May 11,

2026 (collectively, the “Indenture”) between the Company and U.S. Bank Trust Company, National Association, as trustee (the

“Trustee”). The aforesaid Securities will be issued to Cede & Co. as nominee of the Depository Trust Company (“DTC”)

pursuant to a blanket letter of representations, dated as of October 14, 2010 (the “DTC Agreement”), between the Company

and DTC.

The Company understands that

the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem advisable after this Agreement

has been executed and delivered.

The Company has filed with

the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form N-2 (File No. 333-279023)

covering the registration of the Securities and certain of the Company’s other securities under the Securities Act of 1933, as

amended (the “1933 Act”), which registration statement became effective upon filing with the Commission on May 1, 2024.

The Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the “1939 Act”). The Company has also

filed with the Commission a preliminary prospectus supplement, dated May 4, 2026, which contains a base prospectus, dated May 1,

2024 (collectively, the “preliminary prospectus”). Promptly after execution and delivery of this Agreement, the Company will

prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the rules and

regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) and Rule 424(b) (“Rule 424(b)”)

of the 1933 Act Regulations. The information included or incorporated by reference in such prospectus that was omitted from such registration

statement at the time it became effective but that is deemed to be part of such registration statement pursuant to Rule 430B is

referred to as “Rule 430B Information.” Unless the context otherwise requires, such registration statement, including

all documents filed as a part thereof, and including all post-effective amendments thereto filed on or prior to the date hereof and any

Rule 430B Information contained in a prospectus subsequently filed with the Commission pursuant to Rule 424(b) under the

1933 Act and deemed to be part of the registration statement, and also including any registration statement filed pursuant to Rule 462(b)

under the 1933 Act Regulations (the “Rule 462(b) Registration Statement”), is herein called the “Registration

Statement.” The final prospectus in the form filed by the Company with the Commission pursuant to Rule 424(b) under the

1933 Act on or before the second business day after the date hereof (or such earlier time as may be required under the 1933 Act), which

will include the base prospectus, dated May 1, 2024, together with a final prospectus supplement, is herein called the “Prospectus.”

Any reference herein to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to refer to and include

the documents that are incorporated by reference therein pursuant to the 1933 Act Regulations in effect as of the Applicable Time (as

defined below). For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus

or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its

Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”).

A Form N-54A Notification

of Election to be Subject to Sections 55 through 65 of the Investment Company Act of 1940 filed Pursuant to Section 54(a) of

the Investment Company Act (File No. 814-00663) (the “Notification of Election”) was filed with the Commission on April 21,

2004 under the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “1940

Act”).

The Company has entered into

the Second Amended and Restated Investment Advisory and Management Agreement, dated as of June 6, 2019 (as amended, the “Investment

Advisory Agreement”) with Ares Capital Management LLC, a Delaware limited liability company registered as an investment adviser

(the “Adviser”), under the Investment Advisers Act of 1940, as amended, and the rules and regulations thereunder (collectively,

the “Advisers Act”).

The Company has entered into

an Amended and Restated Administration Agreement, dated as of June 1, 2007 (the “Administration Agreement”), with Ares

Operations LLC, a Delaware limited liability company (the “Administrator”).

SECTION 1. Representations and Warranties.

(a)            Representations

and Warranties by the Company. The Company represents and warrants to each Underwriter as of the date hereof, as of the Applicable

Time referred to in Section 1(a)(i) hereof, and as of the Closing Time referred to in Section 2(b) hereof, and agrees

with each Underwriter, as follows:

(i)             Compliance

with Registration Requirements. The Company is eligible to use Form N-2. The Registration Statement (and the Registration Statement

as amended by any post-effective amendment if the Company shall have made any amendments thereto after the effective date of the Registration

Statement) became effective upon filing under the 1933 Act with the Commission and no stop order suspending the effectiveness of the

Registration Statement (and the Registration Statement as amended by any post-effective amendment if the Company shall have made any

amendments thereto after the effective date of the Registration Statement) has been issued under the 1933 Act and no proceedings for

that purpose or pursuant to Section 8A of the 1933 Act have been instituted or are pending or, to the knowledge of the Company,

are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with.

At the respective

times the Registration Statement and any post-effective amendments thereto became effective, at the Applicable Time and at the Closing

Time, the Registration Statement complied and will comply in all material respects with the requirements of the 1933 Act, the 1933 Act

Regulations and the 1940 Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact

required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or

supplements thereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was issued, and

at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact

necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

The Prospectus,

the preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment

thereto complied when so filed in all material respects with the 1933 Act, the 1933 Act Regulations and the 1940 Act except for any corrections

to the preliminary prospectus that are made in the Prospectus and the preliminary prospectus and the Prospectus delivered to the Underwriters

for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant

to EDGAR, except to the extent permitted by Regulation S-T.

As of the Applicable

Time, the preliminary prospectus, together with the information included on Schedule B hereto, all considered together (collectively,

the “General Disclosure Package”), did not include any untrue statement of a material fact or omit to state any material

fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

As of the date hereof, as of the Applicable Time, and as of the Closing Time, the Marketing Materials (as defined below), together with

the information contained in the General Disclosure Package, did not and will not include any untrue statement of a material fact or

omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were

made, not misleading.

The documents incorporated

or deemed to be incorporated by reference in the Registration Statement, any preliminary prospectus and the Prospectus (i) at the

time they were or hereafter are filed with the Commission, complied or will comply in all material respects with the requirements of

the Securities Exchange Act of 1934, as amended (the “1934 Act”) and (ii) at the time they were filed with the Commission,

when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the

case may be, did not or will not include an untrue statement of a material fact or omit to state a material fact necessary in order to

make the statements therein, in the light of the circumstances under which they were made, not misleading.

As used in this

subsection and elsewhere in this Agreement, “Applicable Time” means 3:05 P.M. (Eastern time) on May 4, 2026, or

such other time as agreed by the Company and the Representatives.

As used in this

subsection and elsewhere in this Agreement, “Marketing Materials” means the materials, if any, set forth on Schedule D hereto.

The representations

and warranties in this subsection shall not apply to (x) statements in or omissions from the Registration Statement (or any amendment

thereto), including the Rule 430B information, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto),

the General Disclosure Package or the Marketing Materials made in reliance upon and in conformity with written information furnished

to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto),

including the Rule 430B information, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), the

General Disclosure Package or the Marketing Materials, or (y) the part of the Registration Statement that constitutes the Statement

of Eligibility and Qualification under the 1939 Act (Form T-1) of the Trustee under the Indenture.

(ii)            Independent

Accountants. The accountants who certified the Company’s financial statements included or incorporated by reference in the

Registration Statement, the General Disclosure Package and the Prospectus are independent public accountants as required by the 1933

Act, the 1933 Act Regulations and the 1934 Act.

(iii)           Financial

Statements. The financial statements included or incorporated by reference in the Registration Statement, the General Disclosure

Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial position

of the Company and its Subsidiaries (as defined below) at the dates indicated and the consolidated statement of operations, consolidated

statement of stockholders’ equity and consolidated statement of cash flows of the Company and its Subsidiaries for the periods

specified; there are no financial statements that are required to be included in the Registration Statement, the General Disclosure Package

or the Prospectus that are not included as required; said financial statements have been prepared in conformity with generally accepted

accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The “Financial

Highlights” included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly, in all material

respects, the information shown therein as of the date presented and have been compiled on a basis consistent with that of the audited

financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The financial data set

forth in the General Disclosure Package and in the Prospectus under the caption “Capitalization” fairly presents the information

set forth therein on a basis consistent with that of the audited financial statements and related notes thereto contained in the Registration

Statement. There is no pro forma financial information that is required to be included in the Registration Statement, the General Disclosure

Package and the Prospectus that is not included as required.

(iv)           No

Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the

General Disclosure Package and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change

in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries

(as defined below) considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse

Effect”), (B) there have been no transactions entered into by the Company or its Subsidiaries, other than those in the ordinary

course of business, which are material with respect to the Company and its Subsidiaries considered as one enterprise, and (C) there

has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

(v)            Good

Standing of the Company. The Company has been duly organized and is validly existing as a corporation in good standing under the

laws of the State of Maryland and has corporate power and authority to own, lease and operate its properties and to conduct its business

as described in the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement,

the Investment Advisory Agreement, the Administration Agreement, the Indenture, the Securities and the DTC Agreement; and the Company

is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification

is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify

or to be in good standing would not reasonably be expected to result in a Material Adverse Effect.

(vi)           Subsidiaries.

The Company’s only subsidiaries that are consolidated with the Company for financial reporting purposes under GAAP are those listed

on Schedule C hereto (each, a “Subsidiary” and collectively, the “Subsidiaries”). Each of the Subsidiaries has

been duly organized and is validly existing as a corporation, limited liability company or limited partnership in good standing under

the laws of the jurisdiction of its organization, has power and authority to own, lease and operate its properties and to conduct its

business as described in the Prospectus and is duly qualified as a foreign corporation, limited liability company or limited partnership

to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership

or leasing of property or the conduct of business, except where the failure to be so qualified or to be in good standing would not reasonably

be expected to result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the issued and

outstanding capital stock of each such Subsidiary has been duly authorized and validly issued and is fully paid and non-assessable; none

of the outstanding shares of capital stock of any of the Subsidiaries was issued in violation of the preemptive or other similar rights

of any securityholder of such Subsidiary. Except (A) as set forth in the Registration Statement, the General Disclosure Package

and the Prospectus, and (B) portfolio investments made after March 31, 2026, the Company does not own, directly or indirectly,

any shares of stock or any other equity or debt securities of any corporation or have any equity or debt interest in any firm, partnership,

joint venture, association or other entity that is not a Subsidiary.

(vii)          Capitalization.

The authorized, issued and outstanding capital stock of the Company is as set forth in the General Disclosure Package and the Prospectus

under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to the Company’s Dividend Reinvestment

Plan or pursuant to reservations, agreements or employee benefit plans, if any, referred to in the General Disclosure Package or in the

Prospectus or pursuant to the exercise of convertible securities or options, if any, referred to in the General Disclosure Package or

the Prospectus). The shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are

fully paid and non-assessable; none of the outstanding shares of capital stock of the Company was issued in violation of preemptive or

other similar rights of any securityholder of the Company.

(viii)         Authorization

of Agreements. (A) This Agreement, the Investment Advisory Agreement and the Administration Agreement have each been duly authorized,

executed and delivered by the Company. The Investment Advisory Agreement and the Administration Agreement are valid and binding obligations

of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be subject to (i) bankruptcy,

insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally

and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

(B)            The

Indenture (including the Sixth Supplemental Indenture) has been duly authorized by the Company and, as of the Closing Time, will be duly

executed and delivered by the Company and, assuming it has been executed and delivered by the Trustee, will constitute a valid and binding

obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject

to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’

rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may

be brought.

DTC Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding obligation of the Company, enforceable

against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency,

reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general

principles of equity and the discretion of the court before which any proceeding therefor may be brought.

(ix)           Authorization

and Description of Securities. The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to this

Agreement and, when issued and delivered by the Company and authenticated by the Trustee pursuant to the provisions of this Agreement

and of the Indenture relating thereto, against payment of the consideration set forth in this Agreement, will be valid and legally binding

obligations of the Company enforceable in accordance with their terms, except as the enforcement thereof may be subject to the effect

of (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’

rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may

be brought, and will be entitled to the benefits of the Indenture relating thereto; and the Securities and the Indenture conform in all

material respects to the statements relating thereto contained in the General Disclosure Package and the Prospectus.

(x)            Absence

of Defaults and Conflicts. Neither the Company nor any of the Subsidiaries is in violation of its charter, by-laws or other organizational

documents. Further, neither the Company nor any of the Subsidiaries is in default in the performance or observance of any obligation,

agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease

or other agreement or instrument to which the Company or any of the Subsidiaries is a party or by which any of them may be bound, or

to which any of the property or assets of the Company or any of the Subsidiaries is subject (collectively, “Agreements and Instruments”)

except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement,

the Indenture (including the Sixth Supplemental Indenture), the Securities, the Investment Advisory Agreement, the Administration Agreement

and the DTC Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the

General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the

sale of the Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”)

and compliance by the Company with its obligations hereunder and thereunder do not and will not, whether with or without the giving of

notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or

result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of the Subsidiaries

pursuant to, the Agreements and Instruments, except for such conflicts, breaches, defaults or Repayment Events that would not result

in a Material Adverse Effect, nor will such action result in any violation of the provisions of the charter, by-laws or other organizational

documents of the Company or any of the Subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree

of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries

or any of their assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which

gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right

to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of the Subsidiaries.

(xi)           Absence

of Proceedings. Other than as disclosed in the General Disclosure Package, there is no action, suit or proceeding or, to the knowledge

of the Company, inquiry or investigation, before or brought by any court or governmental agency or body, domestic or foreign, now pending,

or, to the knowledge of the Company, threatened, against or affecting the Company or any of the Subsidiaries, which is required to be

disclosed in the General Disclosure Package, or which would result in a Material Adverse Effect, or which would materially and adversely

affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, the Indenture (including

the Sixth Supplemental Indenture), the Securities, the Investment Advisory Agreement, the Administration Agreement or the DTC Agreement

or the performance by the Company of its obligations hereunder or thereunder; the aggregate of all pending legal or governmental proceedings

to which the Company or any of the Subsidiaries is a party or of which any of their respective property or assets is the subject which

are not described in the General Disclosure Package, including ordinary routine litigation incidental to the business, would not result

in a Material Adverse Effect.

(xii)          Accuracy

of Exhibits. There are no contracts or documents which are required to be described in the Registration Statement or the Prospectus

or to be filed as exhibits thereto which have not been so described and filed as required.

(xiii)         Possession

of Intellectual Property. The Company and the Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents,

patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary

or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively,

“Intellectual Property”) necessary to carry on the business now operated by them or proposed to be operated by them immediately

following the offering of the Securities as described in the General Disclosure Package and the Prospectus, except where the failure

to own or possess or otherwise be able to acquire such rights in a timely manner would not otherwise reasonably be expected to result

in a Material Adverse Effect, and neither the Company nor any of the Subsidiaries has received any notice of or is otherwise aware of

any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances

which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of the Subsidiaries

therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy,

singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

(xiv)         Absence

of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree

of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder,

in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by

this Agreement, the Indenture, the Securities, the Investment Advisory Agreement, the Administration Agreement, the DTC Agreement, the

General Disclosure Package or the Prospectus (including the use of the proceeds from the sale of the Securities as described in the General

Disclosure Package and the Prospectus under the caption “Use of Proceeds”), except (A) such as have been already obtained

under the 1933 Act, the 1933 Act Regulations, the 1939 Act or the 1940 Act, (B) such as may be required under state securities laws,

and (C) the filing of the Notification of Election under the 1940 Act, which has been effected.

(xv)          Absence

of Manipulation. Neither the Company nor any affiliate of the Company has taken, nor will the Company or any affiliate take, directly

or indirectly, any action which is designed to or which has constituted or which would be expected to cause or result in stabilization

or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities in violation of any law,

statute, regulation or rule applicable to the Company or its affiliates.

(xvi)         Possession

of Licenses and Permits. The Company and the Subsidiaries possess such permits, licenses, approvals, consents and other authorizations

(collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or

bodies necessary to conduct the business now operated by them or proposed to be operated by them immediately following the offering of

the Securities as described in the General Disclosure Package and the Prospectus, except where the failure so to possess would not reasonably

be expected to, singly or in the aggregate, result in a Material Adverse Effect; the Company and the Subsidiaries are in compliance with

the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected to,

singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect,

except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect

would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; and neither the Company nor any

of the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses

which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result

in a Material Adverse Effect.

(xvii)        Investment

Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application

of the net proceeds therefrom as described in the Prospectus will not be required, to register as a “registered management investment

company” under the 1940 Act.

(xviii)       Registration

Rights. There are no persons with registration rights or other similar rights to have any securities registered pursuant to the Registration

Statement or otherwise registered by the Company under the 1933 Act.

(xix)          Related

Party Transactions. There are no business relationships or related party transactions involving the Company, any of the Subsidiaries

or any other person required to be described in the Prospectus which have not been described as required.

(xx)           Notification

of Election. When the Notification of Election was filed with the Commission, it (A) contained all statements required to be

stated therein in accordance with, and complied in all material respects with the requirements of, the 1940 Act and (B) did not

include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in

the light of the circumstances under which they were made, not misleading.

(xxi)          Investment

Advisory Agreement. (A) The terms of the Investment Advisory Agreement, including compensation terms, comply in all material

respects with all applicable provisions of the 1940 Act and the Advisers Act and (B) the approvals by the board of directors and

the stockholders of the Company of the Investment Advisory Agreement have been made in accordance with the requirements of Section 15

of the 1940 Act applicable to companies that have elected to be regulated as business development companies under the 1940 Act.

(xxii)         Interested

Persons. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus (A) no person

is serving or acting as an officer, director or investment adviser of the Company, except in accordance with the provisions of the 1940

Act and the Advisers Act, and (B) to the knowledge of the Company, no director of the Company is an “interested person”

(as defined in the 1940 Act) of the Company or an “affiliated person” (as defined in the 1940 Act) of any of the Underwriters.

(xxiii)        Business

Development Company. (A) The Company has duly elected to be treated by the Commission under the 1940 Act as a business development

company, such election is effective and all required action has been taken by the Company under the 1933 Act and the 1940 Act to make

the public offering and consummate the sale of the Securities as provided in this Agreement; (B) the provisions of the corporate

charter and by-laws of the Company, and the investment objectives, policies and restrictions described in the General Disclosure Package

and the Prospectus, assuming they are implemented as described, will comply in all material respects with the requirements of the 1940

Act; and (C) the operations of the Company are in compliance in all material respects with the provisions of the 1940 Act applicable

to business development companies.

(xxiv)        Employees

and Executives. The Company is not aware that (A) any executive, key employee or significant group of employees of the Company,

any of the Subsidiaries, the Adviser or the Administrator plans to terminate employment with the Company, any of the Subsidiaries, the

Adviser or the Administrator or (B) any such executive or key employee is subject to any noncompete, nondisclosure, confidentiality,

employment, consulting or similar arrangement that would be violated by the present or proposed business activities of the Company, any

of the Subsidiaries, the Adviser or the Administrator except where such termination or violation would not reasonably be expected to

have a Material Adverse Effect.

(xxv)         No

Extension of Credit. The Company has not, directly or indirectly, including through a Subsidiary, extended credit, arranged to extend

credit, or renewed any extension of credit, in the form of a personal loan, to or for any director or executive officer of the Company.

(xxvi)        Accounting

Controls. The Company has established and maintains an effective system of internal accounting controls sufficient to provide reasonable

assurances that (A) transactions are executed in accordance with management’s authorization; (B) transactions are recorded

as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; and (C) access

to assets is permitted only in accordance with management’s authorization.

(xxvii)      Disclosure

Controls. The Company has established and employs effective disclosure controls and procedures that are designed to ensure that information

required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized

and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to

the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as

appropriate to allow timely decisions regarding disclosure.

(xxviii)     Tax

Returns. The Company and the Subsidiaries have filed all federal, state, local and foreign tax returns that are required to have

been filed by them pursuant to applicable foreign, federal, state, local or other law or have duly requested extensions thereof, except

insofar as the failure to file such returns or request such extensions would not reasonably be expected to result in a Material Adverse

Effect, and have paid all taxes shown as due pursuant to such returns or pursuant to any assessment received by the Company and the Subsidiaries,

except for such taxes or assessments, if any, as are being contested in good faith and as to which adequate reserves have been provided

or where the failure to pay would not reasonably be expected to result in a Material Adverse Effect.

(xxix)        No

Unlawful Payments. Neither the Company nor the Subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee

or other person associated with or acting on behalf of the Company or any of the Subsidiaries has (A) used any corporate funds for

any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (B) made any direct or

indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (C) violated or is in

violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended; or (D) made any bribe, rebate, payoff, influence

payment, kickback or other unlawful payment. The Company and its Subsidiaries, taken as a whole, have instituted, maintain and enforce,

and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery

and anti-corruption laws except in each case as would not reasonably expected to, individually or in the aggregate, have a Material Adverse

Effect.

(xxx)         Compliance

with Anti-Money Laundering Laws. The operations of the Company and each of its Subsidiaries are and have been conducted at all times

in compliance with all applicable financial recordkeeping and reporting requirements of the Bank Secrecy Act, as amended by Title III

of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA

PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Company and each of its Subsidiaries conduct

business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered

or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding

by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with

respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.

(xix) No Conflicts with Sanctions Laws.

(i) None of the Company, any of its Subsidiaries, or, to the Company’s knowledge,

any director, officer, employee, agent, affiliate or representative of the Company or any

of its Subsidiaries, is an individual or entity (“Person”) that is, or is owned

or controlled by one or more Persons that are:

(a) the subject of any sanctions administered

or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control,

the United Nations Security Council, the European Union, His Majesty’s Treasury, or

other relevant sanctions authority (collectively, “Sanctions”), or

(b) located, organized or resident in a country

or territory that is the subject of Sanctions (including, without limitation, Crimea, the

non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine, the so-called

Donetsk People’s Republic and so-called Luhansk People’s Republic regions of

Ukraine, Cuba, Iran, North Korea, and Syria).

(ii) The Company will not, directly or indirectly,

use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise

make available such proceeds to any Subsidiary, joint venture partner or other Person:

(a) to fund or facilitate any activities or

business of or with any Person or in any country or territory that, at the time of such funding

or facilitation, is the subject of Sanctions; or

(b) in any other manner that will result in

a violation of Sanctions by any Person (including any Person participating in the offering,

whether as underwriter, advisor, investor or otherwise).

(iii) For the past five years (or, in the

case of any sanctions administered or enforced by the U.S. Department of the Treasury’s

Office of Foreign Assets Control, for the past 10 years), the Company and each of its Subsidiaries

have not knowingly engaged in, and are not now knowingly engaged in, and will not knowingly

engage in, any dealings or transactions with any Person, or in any country or territory,

that at the time of the dealing or transaction is or was the subject of Sanctions.

(xxxi)        Company

Not Ineligible Issuer and is a Well-Known Seasoned Issuer. The Company is not an ineligible issuer and is a well-known seasoned issuer,

in each case as defined in Rule 405 under the 1933 Act, in each case at the times specified in Rule 405 under the 1933 Act

in connection with the offering of the Securities.

(xxxii)       Sarbanes-Oxley

Act. Except as disclosed in the General Disclosure Package, the Company is, and to the knowledge of the Company, the Company’s

directors and officers, in their capacities as such, are, in compliance in all material respects with any applicable provision of the

Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, including Section 402 related

to loans and Sections 302 and 906 related to certifications.

(xxxiii)      Cybersecurity.

(A) The Company is not aware of any security breach or incident, unauthorized access or disclosure, or other compromise relating

to the Adviser’s information technology and computer systems, data and databases used by the Company (collectively, “IT Systems

and Data”) except in each case as would not reasonably expected to, individually or in the aggregate, have a Material Adverse Effect,

and (B) to the Company’s knowledge, the Adviser has implemented appropriate controls, policies, procedures, and technological

safeguards to maintain and protect the integrity, continuous operation, redundancy and security of its IT Systems and Data reasonably

consistent with in all material respects with industry standards and practices, or as required by applicable regulatory standards. To

the Company’s knowledge, the Adviser is presently in material compliance with all applicable laws and regulations relating to the

privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation

or modification.

(b)            Representations

and Warranties of the Adviser and the Administrator. The Adviser and the Administrator, jointly and severally, represent to each

Underwriter as of the date hereof, as of the Applicable Time, and as of the Closing Time referred to in Section 2(b) hereof,

and agree with each Underwriter as follows:

(i)             No

Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the

General Disclosure Package and the Prospectus, except as otherwise stated therein, there has been no material adverse change in the condition,

financial or otherwise, or in the earnings, business affairs, business prospects or regulatory status of the Adviser or the Administrator,

whether or not arising in the ordinary course of business, that would reasonably be expected to result in a Material Adverse Effect.

For purposes of this Section 1(b), “Material Adverse Effect” means, in addition to a “Material Adverse Effect”

as defined in Section 1(c)(iv), any material adverse effect on the ability of the Adviser or Administrator, as applicable, to fulfill

its obligations under this Agreement.

(ii)            Good

Standing. Each of the Adviser and the Administrator has been duly organized and is validly existing as a limited liability company

in good standing under the laws of the State of Delaware, and has limited liability company power and authority to own, lease and operate

its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and to enter into and perform

its obligations under this Agreement; the Adviser has limited liability company power and authority to execute and deliver and perform

its obligations under the Investment Advisory Agreement; the Administrator has limited liability company power and authority to enter

into and perform its obligations under the Administration Agreement; and each of the Adviser and the Administrator is duly qualified

to transact business as a foreign entity and is in good standing in each other jurisdiction in which such qualification is required,

whether by reason of ownership or leasing of its property or the conduct of business, except where the failure to qualify or be in good

standing would not otherwise reasonably be expected to result in a Material Adverse Effect.

(iii)           Registration

Under Advisers Act. The Adviser is duly registered with the Commission as an investment adviser under the Advisers Act and is not

prohibited by the Advisers Act or the 1940 Act from acting under the Investment Advisory Agreement for the Company as contemplated by

the General Disclosure Package and the Prospectus. There does not exist any proceeding or, to the Adviser’s knowledge, any facts

or circumstances the existence of which could lead to any proceeding which might adversely affect the registration of the Adviser with

the Commission.

(iv)           Absence

of Proceedings. There is no action, suit or proceeding or, to the knowledge of the Adviser or the Administrator, inquiry or investigation

before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Adviser

or the Administrator, threatened, against or affecting either the Adviser or the Administrator, which is required to be disclosed in

the General Disclosure Package (other than as disclosed therein), or which would reasonably be expected to result in a Material Adverse

Effect, or which would reasonably be expected to materially and adversely affect the consummation of the transactions contemplated in

this Agreement, the Indenture, the Securities, the Investment Advisory Agreement or the Administration Agreement; the aggregate of all

pending legal or governmental proceedings to which the Adviser or the Administrator is a party or of which any of their respective property

or assets is the subject which are not described in the General Disclosure Package, including ordinary routine litigation incidental

to their business, would not reasonably be expected to result in a Material Adverse Effect.

(v)           Absence

of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its limited liability company operating agreement

or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture,

mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Adviser or the Administrator

is a party or by which it or any of them may be bound, or to which any of the property or assets of the Adviser or the Administrator

is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule,

regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material

Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration

Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure

Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities

as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by

the Adviser and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration

Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a

breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of

the Adviser or the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments except for such violations or defaults

that would not reasonably be expected to result in a Material Adverse Effect, nor will such action result in any violation of the provisions

of the limited liability company operating agreement of the Adviser or Administrator, respectively, or any applicable law, statute, rule,

regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction

over the Adviser or the Administrator or any of their assets, properties or operations.

(vi)          Authorization

of Agreements. This Agreement, the Investment Advisory Agreement and the Administration Agreement have been duly authorized, executed

and delivered by the Adviser and the Administrator, as applicable. This Agreement, the Investment Advisory Agreement and the Administration

Agreement are valid and binding obligations of the Adviser or the Administrator, as applicable, enforceable against them in accordance

with their terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or

other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity

and the discretion of the court before which any proceeding therefor may be brought.

(vii)         Absence

of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree

of, any court or governmental authority or agency is necessary or required for the performance by the Adviser or the Administrator of

their obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the

transactions contemplated by this Agreement, the Indenture, the Investment Advisory Agreement, the Administration Agreement, the DTC

Agreement, the General Disclosure Package or the Prospectus (including the use of the proceeds from the sale of the Securities as described

in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”), except (A) such as have been

already obtained under the 1933 Act, the 1933 Act Regulations or the 1940 Act, (B) such as may be required under state securities

laws and (C) the filing of the Notification of Election under the 1940 Act, which has been effected.

(viii)        Description

of Adviser and Administrator. The description of the Adviser and the Administrator contained in the General Disclosure Package and

the Prospectus does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements

therein, in light of the circumstances in which they were made, not misleading.

(ix)           Possession

of Licenses and Permits. The Adviser and the Administrator possess such Governmental Licenses issued by the appropriate federal,

state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure

so to possess would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; the Adviser and the

Administrator are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply

would not, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force

and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force

and effect would not, singly or in the aggregate, result in a Material Adverse Effect; and neither the Adviser nor the Administrator

has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or

in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material

Adverse Effect.

(x)            Stabilization

and Manipulation. Neither the Adviser, the Administrator nor any of their respective partners, officers, affiliates or controlling

persons has taken, directly or indirectly, any action designed, under the 1934 Act, to result in the stabilization or manipulation of

the price of any security of the Company to facilitate the sale of the Securities in violation of any law, statute, regulation or rule applicable

to the Adviser, the Administrator or any of their respective partners, officers, affiliates or controlling persons.

(xi)           Employment

Status. The Adviser is not aware that (A) any executive, key employee or significant group of employees of the Company, if any,

any of the Subsidiaries, the Adviser or the Administrator, as applicable, plans to terminate employment with the Company, any of the

Subsidiaries, the Adviser or the Administrator or (B) any such executive or key employee is subject to any noncompete, nondisclosure,

confidentiality, employment, consulting or similar agreement that would be violated by the present or proposed business activities of

the Company, the Subsidiaries or the Adviser except where such termination or violation would not reasonably be expected to have a Material

Adverse Effect.

(xii)          Internal

Controls. The Adviser is using its commercially reasonable efforts to operate a system of internal controls sufficient to provide

reasonable assurance that (A) transactions effectuated by it under the Investment Advisory Agreement are executed in accordance

with its management’s general or specific authorization; and (B) access to the Company’s assets that are in its possession

or control is permitted only in accordance with its management’s general or specific authorization.

(xiii)         Accounting

Controls. The Administrator is using its commercially reasonable efforts to operate a system of internal accounting controls sufficient

to provide reasonable assurance that (A) transactions for which it has bookkeeping and record keeping responsibility for under the

Administration Agreement are recorded as necessary to permit preparation of the Company’s financial statements in conformity with

GAAP and to maintain financial statements in conformity with GAAP and to maintain accountability for the Company’s assets and (B) the

recorded accountability for such assets is compared with existing assets at reasonable intervals and appropriate action is taken with

respect to any differences.

Certificates. Any certificate signed by any officer of the Company, any of the Subsidiaries, the Adviser or the Administrator delivered

to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company, such Subsidiary,

the Adviser and/or the Administrator, as applicable, to each Underwriter as to the matters covered thereby.

SECTION 2. Sale and Delivery to Underwriters; Closing.

(a)            Securities.

On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the

Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase

from the Company, at the price set forth in Schedule A, the aggregate principal amount of Securities set forth in Schedule A opposite

the name of such Underwriter, plus any additional aggregate principal amount of Securities which such Underwriter may become obligated

to purchase pursuant to the provisions of Section 10 hereof.

(b)            Payment.

Payment of the purchase price for, and delivery of, the Securities shall be made at the offices of Freshfields US LLP, 3 World Trade

Center, 175 Greenwich Street, New York, NY 10007 or at such other place as shall be agreed upon by the Representatives and the Company,

at 9:00 A.M. (Eastern time) on the fifth business day after the date hereof (unless postponed in accordance with the provisions

of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives

and the Company (such time and date of payment and delivery being herein called “Closing Time”).

Payment shall be made to

the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives

through the facilities of DTC for the respective accounts of the Underwriters of Securities to be purchased by them. It is understood

that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the

purchase price for, the Securities, which it has agreed to purchase. The Representatives, individually and not as representatives of

the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased by any Underwriter

whose funds have not been received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder.

Registration. The Securities shall be transferred electronically at the Closing Time, in such denominations and registered in such

names as the Representatives may request; provided that any such request must be received in writing at least one full business day before

the Closing Time.

SECTION 3. Covenants

of the Company. The Company covenants with each Underwriter as follows:

(a)            Compliance

with Securities Regulations and Commission Requests. During any period that a prospectus relating to the Securities is required to

be delivered under the 1933 Act (but in any event through the Closing Time), the Company, subject to Section 3(b), will comply with

the requirements of Rule 415, Rule 430B and Rule 424(b) and will notify the Representatives immediately, and confirm

the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, or any supplement

to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission relating

to the Registration Statement, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment

or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending

the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, or of

any proceeding under Section 8A of the 1933 Act, or of the suspension of the qualification of the Securities for offering or sale

in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Company will promptly effect

the filings necessary pursuant to Rule 424(b) and will take such steps as it deems necessary to ascertain promptly whether

the form of prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event

that it was not, it will promptly file such prospectus. During any period that a prospectus relating to the Securities is required to

be delivered under the 1933 Act (but in any event through the Closing Time), the Company will use its reasonable efforts to prevent the

issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

(b)            Filing

of Amendments. During any period that a prospectus relating to the Securities is required to be delivered under the 1933 Act (but

in any event through the Closing Time), the Company will give the Representatives notice of its intention to file or prepare any amendment

to the Registration Statement (including any filing under Rule 462(b)) or any amendment, supplement or revision to any preliminary

prospectus (including any prospectus included in the Registration Statement at the time it became effective) or to the Prospectus, will

furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the

case may be, and will not file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably

object. The Company has given the Underwriters notice of any filings made pursuant to the 1934 Act or the rules and regulations

adopted thereunder within 48 hours prior to the Applicable Time; the Company will give the Underwriters notice of its intention to make

any such filing from the Applicable Time to the Closing Time and will furnish the Underwriters with copies of any such documents a reasonable

amount of time prior to such proposed filing.

of Commission Filings. Upon the Representatives’ written request, the Company will deliver to the Representatives, without

charge, conformed copies of the Registration Statement as originally filed, and of each amendment thereto (including exhibits filed therewith

or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) and conformed copies

of all consents and certificates of experts, and, upon the Representatives’ request, will also deliver to the Representatives,

without charge, a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for

each of the Underwriters. The copies of the Registration Statement and each amendment thereto furnished to the Underwriters will be identical

to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation

S-T, or as filed with the Commission in paper form as permitted by Regulation S-T.

(d)            Delivery

of Prospectuses. The Company has delivered to each Underwriter, without charge, as many copies of each preliminary prospectus as

such Underwriter reasonably requested, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act.

The Company will furnish to each Underwriter, without charge, during the period when the Prospectus is required to be delivered under

the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as such Underwriter may reasonably request. The Prospectus

and any amendments or supplements thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof

filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(e)            Continued

Compliance with Securities Laws. The Company will use its commercially reasonable efforts to comply with the 1933 Act and the 1933

Act Regulations so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Prospectus.

If at any time when a prospectus is required by the 1933 Act to be delivered in connection with sales of the Securities, any event shall

occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Underwriters or for the Company,

to amend the Registration Statement or amend or supplement the Prospectus in order that the Prospectus will not include any untrue statements

of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of

the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the opinion of such counsel, at

any such time to amend the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the

1933 Act or the 1933 Act Regulations, the Company will promptly prepare and file with the Commission, subject to Section 3(b), such

amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectus

comply with such requirements, and the Company will furnish to the Underwriters such number of copies of such amendment or supplement

as the Underwriters may reasonably request.

(f)             Blue

Sky Qualifications. The Company will use its commercially reasonable efforts, in cooperation with the Underwriters, to qualify the

Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as

the Representatives may designate and to maintain such qualifications in effect for as long as the Representatives reasonably request;

provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign

corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect

of doing business in any jurisdiction in which it is not otherwise so subject.

(g)            Rule 158.

The Company will timely file such reports pursuant to the 1934 Act as are necessary in order to make generally available to its securityholders

as soon as reasonably practicable an earnings statement for the purposes of, and to provide the benefits contemplated by, the last paragraph

of Section 11(a) of the 1933 Act.

(h)            DTC.

The Company will cooperate with the Representatives and use its commercially reasonable efforts to permit the offered Securities

to be eligible for clearance and settlement through the facilities of DTC.

(i)             Use

of Proceeds. The Company will use the net proceeds received by it from the sale of the Securities in the manner specified in the

General Disclosure Package and in the Prospectus under “Use of Proceeds.”

(j)             Restriction

on Sale of Securities. Through the Closing Time, the Company will not, without the prior written consent of the Representatives,

directly or indirectly, offer, pledge, sell, contract to sell, grant any option for the sale of, or otherwise transfer or dispose of

any debt securities issued or guaranteed by the Company or any securities convertible into or exercisable or exchangeable for debt securities

issued or guaranteed by the Company or file any registration statement under the 1933 Act with respect to any of the foregoing. The foregoing

sentence shall not apply to the registration and sale of Securities to be sold hereunder.

(k)            Reporting

Requirements. The Company, during the period when the Prospectus is required to be delivered under the 1933 Act, will file all documents

required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the rules and

regulations of the Commission thereunder.

(l)             Business

Development Company Status. The Company, during a period of at least 12 months from the Closing Time, will use its commercially reasonable

efforts to maintain its status as a business development company; provided, however, the Company may cease to be, or withdraw

its election as, a business development company, with the approval of the board of directors and a vote of stockholders as required by

Section 58 of the 1940 Act or any successor provision.

(m)           Regulated

Investment Company Status. During the 12-month period following the Closing Time, the Company will use its commercially reasonable

efforts to qualify and elect to be treated as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986,

as amended (the “Code”) and to maintain such qualification and election in effect for each full fiscal year during which

it is a business development company under the 1940 Act.

(n)            Accounting

Controls. The Company will use its commercially reasonable efforts to maintain a system of internal accounting controls sufficient

to provide reasonable assurances that (A) material information relating to the Company and the assets managed by the Adviser is

promptly made known to the officers responsible for establishing and maintaining the system of internal accounting controls; and (B) any

significant deficiencies or weaknesses in the design or operation of internal accounting controls which could adversely affect the Company’s

ability to record, process, summarize and report financial data, and any fraud whether or not material that involves management or other

employees who have a significant role in internal controls, are adequately and promptly disclosed to the Company’s independent

auditors and the audit committee of the Company’s board of directors.

(o)            Marketing

Materials. Before using, authorizing, approving or referring to any Marketing Materials, the Company will furnish to the Representatives

and counsel for the Underwriters a copy of such materials for review and will not use, authorize, approve or refer to any such materials

to which the Representatives or the counsel for the Underwriters reasonably object.

SECTION 4. Payment of Expenses.

(a)            Expenses.

The Company will pay all expenses incident to the performance of its obligations under this Agreement, including (i) the preparation,

printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment

thereto, (ii) the printing and delivery to the Underwriters of this Agreement, the Indenture, the DTC Agreement and such other documents

as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, (iii) the preparation,

issuance and delivery of the certificates for the Securities to the Underwriters, including any transfer taxes and any stamp or other

duties payable upon the sale, issuance or delivery of the Securities to the Underwriters, (iv) the fees and disbursements of the

Company’s, the Adviser’s and the Administrator’s counsel, accountants and other advisors, (v) the qualification

of the Securities under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and

the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation

of the Blue Sky Survey and any supplement thereto, (vi) the printing and delivery to the Underwriters of copies of each preliminary

prospectus and of the Prospectus and any amendments or supplements thereto, (vii) the preparation, printing and delivery to the

Underwriters of copies of the Blue Sky Survey and any supplement thereto, (viii) the fees and expenses of the Trustee with respect

to the Securities, (ix) the filing fees incident to, and the reasonable fees and disbursements of counsel to the Underwriters in

connection with, the review by the Financial Industry Regulatory Authority (“FINRA”) of the terms of the sale of the Securities,

and (x) the costs and expenses (including without limitation any damages or other amounts payable in connection with legal or contractual

liability) associated with the reforming of any contracts for sale of the Securities made by the Underwriters (which are terminated prior

to the Closing Time) caused by a breach of the representation contained in the fourth paragraph of Section 1(a)(i). In the event

there are any road show or marketing expenses, the Underwriters will pay their own expenses and the Company will pay its own expenses.

(b)            Termination

of Agreement. If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5 or Section 9(a)(i) and

(iii) hereof, the Company shall reimburse the Underwriters for all of their out-of-pocket expenses incurred, including the reasonable

fees and disbursements of counsel for the Underwriters.

SECTION 5. Conditions

of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations

and warranties of the Company, the Adviser and the Administrator contained in Section 1 hereof or in certificates of any officer

of the Company, the Adviser or the Administrator, to the performance by the Company, the Adviser and the Administrator of their respective

covenants and other obligations hereunder, and to the following further conditions:

(a)            Effectiveness

of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, has become effective

and at the Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933

Act or proceedings therefor or pursuant to Section 8A of the 1933 Act initiated or threatened by the Commission, and any request

on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the

Underwriters. A final prospectus containing the Rule 430B Information shall have been filed with the Commission in accordance with

Rule 424(b).

(b)            Opinions

of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time,

of Kirkland & Ellis LLP, counsel for the Company, Eversheds Sutherland (US) LLP, special regulatory counsel for the Company,

and Venable LLP, special Maryland counsel for the Company, in each case in form and substance reasonably satisfactory to counsel for

the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect set forth

in Exhibits A through C hereto. Such counsel may state that, insofar as such opinion involves factual matters, they have relied upon

certificates of officers of the Company and/or any of the Subsidiaries and certificates of public officials.

of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing

Time, of Freshfields US LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other

Underwriters, in form and substance reasonably satisfactory to the Representatives. In giving such opinion such counsel may rely, as

to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United States

upon the opinions of counsel reasonably satisfactory to the Representatives, including counsel of the Company. Such counsel may also

state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of

officers of the Company and/or any of the Subsidiaries and certificates of public officials.

(d)            Officers’

Certificates. (i) At the Closing Time, there shall not have been, since the date hereof or since the respective dates as of

which information is given in the Prospectus or the General Disclosure Package, any material adverse change in the condition, financial

or otherwise, or in the earnings, business affairs or business prospects of the Company and the Subsidiaries considered as one enterprise,

whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the chief executive

officer or president of the Company and of the chief financial or chief accounting officer of the Company, dated as of Closing Time,

to the effect that (A) there has been no such material adverse change, (B) the representations and warranties in Section 1(a) hereof

are true and correct with the same force and effect as though expressly made at and as of Closing Time, (C) the Company has complied

with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time, and (D) no

stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted

or are pending or, to their knowledge, contemplated by the Commission.

(ii)            At

the Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in

the Prospectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings,

business affairs, business prospects or regulatory status of the Adviser or the Administrator, whether or not arising in the ordinary

course of business, that would reasonably be expected to result in a Material Adverse Effect (collectively, with respect to each of the

Adviser and the Administrator, an “Advisers Material Adverse Effect”), and the Representatives shall have received a certificate

of a vice president (or other authorized officer) and the chief financial or chief accounting officer (or other authorized officer) of

each of the Adviser and the Administrator, dated as of Closing Time, to the effect that (A) there has been no such Advisers Material

Adverse Effect, (B) the representations and warranties of the Adviser and Administrator in Sections 1(a) and 1(b) hereof

are true and correct with the same force and effect as though expressly made at and as of Closing Time, (C) the Adviser and the

Administrator have complied with all agreements and satisfied all conditions on their part to be performed or satisfied at or prior to

Closing Time, and (D) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings

for that purpose have been instituted or are pending or, to their knowledge, contemplated by the Commission.

(e)            Accountant’s

Comfort Letter and CFO Certificate. At the time of the execution of this Agreement, the Representatives shall have received:

(i)             A

letter from KPMG LLP, independent public accountants for the Company, in form and substance reasonably satisfactory to the Representatives,

covering the financial information included or incorporated by reference in the Registration Statement, the General Disclosure Package

and the Prospectus of the Company, together with signed or reproduced copies of such letter for each of the other Underwriters, containing

statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect

to the financial statements and certain financial information contained in the Registration Statement and the Prospectus.

(ii)            A

certificate of the chief financial officer of the Company, in form and substance reasonably satisfactory to the Representatives and as

agreed upon prior to the date hereof, covering certain financial matters of the Company, together with signed or reproduced copies of

such certificate for each of the other Underwriters.

(f)             Bring-down

Comfort Letter and CFO Certificate. At the Closing Time, the Representatives shall have received (i) from KPMG LLP, independent

public accountants for the Company, dated as of Closing Time, to the effect that they reaffirm the statements made in the letter furnished

pursuant to subsection (e)(i) of this Section, except that the specified date referred to shall be a date not more than three business

days prior to Closing Time and (ii) from the Company, a certificate of the chief financial officer of the Company, dated as of the

Closing Time, to the effect that the chief financial officer of the Company reaffirms the statements made in the certificate furnished

pursuant to subsection (e)(ii) of this Section.

(g)           Indenture.

At or prior to the Closing Time, the Indenture shall be in full force and effect.

(h)           Ratings.

At the Closing Time, the Securities shall be rated at least BBB- by Standard & Poor’s and BBB by Fitch and since the

execution of this Agreement, there shall not have been any decrease in the rating of any debt or preferred stock of the Company or any

Subsidiary by any “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) of the 1934

Act), or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does

not indicate the direction of the possible change, and no such organization shall have publicly announced it has under surveillance or

review any such rating.

(i)            Additional

Documents. At the Closing Time, counsel for the Underwriters shall have been furnished with such documents as they may reasonably

require for the purpose of enabling them to pass upon the issuance and sale of the Securities as herein contemplated, or in order to

evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and

all proceedings taken by the Company, the Adviser and the Administrator in connection with the issuance and sale of the Securities as

herein contemplated shall be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters.

(k)           Termination

of Agreement. If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled,

this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to Closing Time, and such termination

shall be without liability of any party to any other party except as provided in Section 4 and except that Sections 1, 6, 7 and

8 shall survive any such termination and remain in full force and effect.

SECTION 6. Indemnification.

(a)           (1) Indemnification

of Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term

is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its directors, officers, selling agents and

each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934

Act as follows:

(i)             against

any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue

statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430B Information

(including the information on Schedule B hereto), or the omission or alleged omission therefrom of a material fact required to be stated

therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement

of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or in the General

Disclosure Package or the Marketing Materials, or the omission or alleged omission therefrom of a material fact necessary in order to

make the statements therein, in the light of the circumstances under which they were made, not misleading;

(ii)            against

any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement

of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever

based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below)

any such settlement is effected with the written consent of the Company;

(iii)           against

any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representatives), reasonably

incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency

or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue

statement or omission, to the extent that any such expense is not paid under (i) or (ii) above;

provided,

however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising

out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written

information furnished to the Company by such Underwriter through the Representatives expressly for use in the Registration Statement

(or any amendment thereto), including the Rule 430B Information, or any preliminary prospectus or the Prospectus (or any amendment

or supplement thereto), the General Disclosure Package or the Marketing Materials.

(2)            Indemnification

of Underwriters by the Adviser and the Administrator. Each of the Adviser and the Administrator, jointly and severally, agrees to

indemnify and hold harmless each Underwriter, its Affiliates, its directors, officers, selling agents and each person, if any, who controls

any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:

(i)             against

any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue

statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430B Information

(including the information on Schedule B hereto), or the omission or alleged omission therefrom of a material fact required to be stated

therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement

of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or in the General

Disclosure Package or in the Marketing Materials, or the omission or alleged omission therefrom of a material fact necessary in order

to make the statements therein, in the light of the circumstances under which they were made, not misleading to the extent the loss,

liability, claim, damage and expense relates to information concerning the Adviser or the Administrator;

(ii)            against

any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement

of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever

based upon any such untrue statement or omission related to the Adviser or the Administrator or any such alleged untrue statement or

omission related to the Adviser or the Administrator; provided that (subject to Section 6(d) below) any such settlement is

effected with the written consent of the Company;

(iii)           against

any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representatives), reasonably

incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency

or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission related to the Adviser or

the Administrator, or any such alleged untrue statement or omission related to the Adviser or the Administrator, to the extent that any

such expense is not paid under (i) or (ii) above;

provided,

however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising

out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written

information furnished to the Company by such Underwriter through the Representatives expressly for use in the Registration Statement

(or any amendment thereto), including the Rule 430B Information, or any preliminary prospectus or the Prospectus (or any amendment

or supplement thereto), the General Disclosure Package or the Marketing Materials.

(b)            Indemnification

of Company, Directors, Officers, Adviser and Administrator. Each Underwriter severally agrees to indemnify and hold harmless each

of the Company, the Adviser, the Administrator, each of their directors and officers and each person, if any, who controls the Company,

the Adviser or the Administrator within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any

and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred,

but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement

(or any amendment thereto), including the Rule 430B Information, or any preliminary prospectus or the Prospectus (or any amendment

or supplement thereto) or in the General Disclosure Package or the Marketing Materials in reliance upon and in conformity with written

information furnished to the Company by such Underwriter through the Representatives expressly for use in the Registration Statement

(or any amendment thereto), including the Rule 430B Information, or any preliminary prospectus or the Prospectus (or any amendment

or supplement thereto) or in the General Disclosure Package or the Marketing Materials.

against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying

party of any action commenced against it in respect of which indemnity may be sought hereunder (an “Action”), but failure

to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially

prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of

this indemnity agreement. In the case of parties indemnified pursuant to Section 6(a)(1) or (2) above, counsel to the

indemnified parties shall be selected by the Representatives, and, in the case of parties indemnified pursuant to Section 6(b) above,

counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in the

defense of any such Action; provided, however, that counsel to the indemnifying party shall not (except with the consent

of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and

expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection

with any one Action or separate but similar or related Actions in the same jurisdiction arising out of the same general allegations or

circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent

to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced

or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6

or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise

or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation,

proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or

on behalf of any indemnified party. Notwithstanding anything to the contrary herein, neither the assumption of the defense of any such

Action nor the payment of any fees or expenses related thereto shall be deemed to be an admission by the indemnifying party that it has

an obligation to indemnify any person pursuant to this Agreement.

(d)            Settlement

Without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse

the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of

the nature contemplated by Section 6(a)(1)(ii) or 6(a)(2)(ii) effected without its written consent if (i) such settlement

is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party

shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such

indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

(e)            Acknowledgement

by the Company, the Adviser and the Administrator. The Company, the Adviser and the Administrator also acknowledge and agree that

(i) the purchase and sale of any Securities pursuant to this Agreement, including the determination of the public offering price

of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on

the one hand, and the Underwriters of such Securities, on the other hand, (ii) in connection with the public offering of the Securities

and the process leading to such transaction the Underwriters will act solely as principals and not as agents or fiduciaries of the Company

or its stockholders, creditors, employees or any other party, (iii) the Underwriters will not assume an advisory or fiduciary responsibility

in favor of the Company with respect to the offering of Securities contemplated hereby or the process leading thereto (irrespective of

whether the Underwriters have advised or are currently advising the Company on other matters) and the Underwriters will not have any

obligation to the Company with respect to the offering except the obligations expressly set forth herein, (iv) the Underwriters

and their affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and

(v) the Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to the

offering of the Securities and the Company has consulted and will consult its own legal, accounting, regulatory and tax advisors to the

extent it deemed appropriate.

SECTION 7. Contribution.

If the indemnification provided for in Section 6 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified

party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute

to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in

such proportion as is appropriate to reflect the relative benefits received by the Company, the Adviser and the Administrator on the

one hand and the Underwriters on the other hand from the offering of the Securities pursuant to this Agreement or (ii) if the allocation

provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative

benefits referred to in clause (i) above but also the relative fault of the Company, the Adviser and the Administrator on the one

hand and of the Underwriters on the other hand in connection with the statements or omissions which resulted in such losses, liabilities,

claims, damages or expenses, as well as any other relevant equitable considerations.

The relative benefits received

by the Company, the Adviser and the Administrator on the one hand and the Underwriters on the other hand in connection with the offering

of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from

the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the Company and the total underwriting

discount received by the Underwriters, in each case as set forth on the cover of the Prospectus, bear to the aggregate initial public

offering price of the Securities as set forth on the cover of the Prospectus.

The relative fault of the

Company, the Adviser and the Administrator on the one hand and the Underwriters on the other hand shall be determined by reference to,

among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a

material fact relates to information supplied by the Company, the Adviser and the Administrator or by the Underwriters and the parties’

relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Company, the Adviser,

the Administrator and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were

determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation

which does not take account of the equitable considerations referred to above in this Section 7. The aggregate amount of losses,

liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 7 shall be deemed

to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against

any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever

based upon any such untrue or alleged untrue statement or omission or alleged omission.

Notwithstanding the provisions

of this Section 7, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at

which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which

such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omission.

No person guilty of fraudulent

misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who

was not guilty of such fraudulent misrepresentation.

For purposes of this Section 7,

each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934

Act and each Underwriter’s Affiliates, directors, officers, and selling agents shall have the same rights to contribution as such

Underwriter, and each director of the Company, each officer of the Company, and each person, if any, who controls the Company, Adviser

or Administrator within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to

contribution as the Company, Adviser or Administrator, as the case may be. The Underwriters’ respective obligations to contribute

pursuant to this Section 7 are several in proportion to the aggregate principal amount of Securities set forth opposite their respective

names in Schedule A hereto and not joint.

Notwithstanding any other

provision of Section 6 and this Section 7, no party shall be entitled to indemnification or contribution under this Agreement

in violation of Section 17(i) of the 1940 Act.

SECTION 8. Representations,

Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement or in certificates

of officers of the Company, any of the Subsidiaries, the Adviser and the Administrator submitted pursuant hereto, shall remain operative

and in full force and effect regardless of (i) any investigation made by or on behalf of any Underwriter or its Affiliates or selling

agents, any person controlling any Underwriter, its officers or directors or any person controlling the Company and (ii) delivery

of and payment for the Securities.

SECTION 9. Termination of Agreement.

(a)           Termination;

General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if

there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus

or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business

affairs or business prospects of the Company and the Subsidiaries considered as one enterprise, the Adviser or the Administrator, whether

or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets

in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis

or any change or development involving a prospective change in national or international political, financial or economic conditions,

in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market

the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has

been suspended or materially limited by the Commission or the Nasdaq Global Select Market or the Nasdaq Global Market or The New York

Stock Exchange, or (iv) if trading generally on The New York Stock Exchange, the NYSE American LLC, the Nasdaq Global Market or

the Nasdaq Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or

maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA or any

other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance

services in the United States, or (vi) if a banking moratorium has been declared by either Federal or New York authorities.

(b)           Liabilities.

If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party

except as provided in Section 4 hereof, and provided further that Sections 1, 6, 7 and 8 shall survive such termination and remain

in full force and effect.

SECTION 10. Default

by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities which

it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the

right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters,

to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set

forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:

(i)           if

the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securities to be purchased

on such date, each of the non- defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof

in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting

Underwriters, or

(ii)          if

the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of Securities to be purchased on

such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter.

No action taken

pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default.

In the event of

any such default which does not result in a termination of this Agreement, either the Representatives or the Company shall have the right

to postpone Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement,

the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter”

includes any person substituted for an Underwriter under this Section 10.

SECTION 11. Tax Disclosure.

Notwithstanding any other provision of this Agreement, from the commencement of discussions with respect to the transactions contemplated

hereby, the Company (and each employee, representative or other agent of the Company) may disclose to any and all persons, without limitation

of any kind, the tax treatment and tax structure (as such terms are used in Sections 6011, 6111 and 6112 of the U.S. Code and the Treasury

Regulations promulgated thereunder) of the transactions contemplated by this Agreement and all materials of any kind (including opinions

or other tax analyses) that are provided relating to such tax treatment and tax structure.

SECTION 12. Notices.

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted

by any standard form of telecommunication. Notices to the Underwriters shall be directed to the Representatives at BofA Securities, Inc.,

114 W47th Street NY8-114-07-01, New York, NY 10036, Attention: High Grade Transaction Management/Legal; J.P. Morgan Securities LLC, 270

Park Avenue, New York NY 10017, attention: Investment Grade Syndicate Desk, facsimile: [***]; RBC Capital Markets, LLC, Brookfield Place,

200 Vesey Street, 8th Floor, New York, NY 10281, Attention: DCM Transaction Management/Scott Primrose, Phone: [***], Email: [***]; SMBC

Nikko Securities America, Inc. at 277 Park Avenue, New York, NY, 10172, Attention: Debt Capital Markets, [***]; Truist Securities, Inc.,

50 Hudson Yards, 70th Floor, New York, NY 10001, Attention: Investment Grade Debt Capital Markets; and Wells Fargo Securities, LLC, 550

South Tryon Street, 5th Floor, Charlotte, NC 28202, Attention: Transaction Management; Email: [***], with a copy to Freshfields US LLP,

3 World Trade Center, 175 Greenwich Street, New York, NY 10007, attention: Michael Levitt; and notices to the Company, the Adviser and

Administrator shall be directed to them at 245 Park Avenue, 44th Floor, New York, NY 10167, attention: General Counsel, with a copy to

Kirkland & Ellis LLP, 2049 Century Park East, Suite 3700, Los Angeles, CA 90067, attention: Monica Shilling and Van Whiting.

SECTION 13. Parties.

This Agreement shall each inure to the benefit of and be binding upon the Underwriters and the Company and their respective successors.

Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than

the Underwriters, the Company, the Adviser and the Administrator and their respective successors and the controlling persons, officers,

directors and other parties referred to in Sections 6 and 7 and their heirs and legal representatives, any legal or equitable right, remedy

or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof

are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Adviser and the Administrator and their respective

successors, and said controlling persons, officers, directors and other parties referred to in Sections 6 and 7 and their heirs and legal

representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be

deemed to be a successor by reason merely of such purchase.

SECTION 14. GOVERNING

LAW. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED THERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE

WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

SECTION 15. TIME.

TIME SHALL BE OF THE ESSENCE OF THIS AGREEMENT. EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

SECTION 16. Submission

to Jurisdiction. Except as set forth below, no claim or action may be commenced, prosecuted or continued in any court other than the

courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District

of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Underwriters, the Company, the

Adviser and the Administrator consent to the jurisdiction of such courts and personal service with respect thereto. The Company, the Adviser

and the Administrator hereby consent to personal jurisdiction, service and venue in any court in which any claim or action arising out

of or in any way relating to this Agreement is brought by any third party against the Underwriters or any indemnified party. THE UNDERWRITERS,

THE COMPANY, THE ADVISER AND THE ADMINISTRATOR (ON ITS BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS STOCKHOLDERS

AND AFFILIATES) WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE)

IN ANY WAY ARISING OUT OF OR RELATING TO THIS AGREEMENT.

SECTION 17. Counterparts.

This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures

thereto and hereto were upon the same instrument. Electronic signatures complying with the New York Electronic Signatures and Records

Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law will be deemed original signatures

for purposes of this Agreement. Transmission by telecopy, electronic mail or other transmission method of an executed counterpart of this

Agreement will constitute due and sufficient delivery of such counterpart.

SECTION 18. Effect

of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

SECTION 19. USA Patriot

Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)),

the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company,

which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters

to properly identify their respective clients.

SECTION 20. Recognition of the U.S. Special Resolution

Regimes.

(a)           In

the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer

from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent

as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were

governed by the laws of the United States or a state of the United States.

(b)           In

the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under

a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to

be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement

were governed by the laws of the United States or a state of the United States.

“BHC Act Affiliate” has the meaning

assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

“Covered Entity” means any of the

following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a

“covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning assigned

to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“U.S. Special Resolution Regime” means

each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank

Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

[SIGNATURE PAGES FOLLOW]

If the foregoing is in accordance

with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along

with all counterparts, will become a binding agreement between the Underwriters, the Company, the Adviser and the Administrator in accordance

with its terms.

Very truly yours,

COMPANY:

ARES CAPITAL CORPORATION

By:

/s/

M. Kort Schnabel

Name: M. Kort Schnabel

Title: Chief Executive Officer

ADVISER:

ARES CAPITAL MANAGEMENT LLC

By:

/s/ Ian Fitzgerald

Name: Ian Fitzgerald

Title: Vice President and Assistant

Secretary

ADMINISTRATOR:

ARES OPERATIONS LLC

By:

/s/ Anton Feingold

Name: Anton Feingold

Title: Vice President and Assistant Secretary

[Signature

Page to Purchase Agreement – Company]

CONFIRMED AND ACCEPTED,

as of the date first above written:

BofA SECURITIES, INC.

J.P. MORGAN SECURITIES LLC

RBC CAPITAL MARKETS, LLC

SMBC NIKKO SECURITIES AMERICA, INC.

TRUIST SECURITIES, INC.

WELLS FARGO SECURITIES, LLC

By:

BOFA SECURITIES, INC.

By:

/s/ Zara Kwan

Name: Zara Kwan

Title: Managing Director

By:

J.P. MORGAN SECURITIES LLC

By:

/s/ Stephen L. Sheiner

Name: Stephen L. Sheiner

Title: Executive Director

By:

RBC CAPITAL MARKETS,

LLC

By:

/s/ Saurabh Monga

Name: Saurabh Monga

Title: Managing Director

By:

SMBC Nikko Securities America, Inc.

By:

/s/ Michael Lazar

Name: Michael Lazar

Title: Managing Director

By:

TRUIST SECURITIES, INC.

By:

/s/ Rob Nordlinger

Name: Rob Nordlinger

Title: Managing Director

By:

WELLS FARGO SECURITIES, LLC

By:

/s/ Carolyn Hurley

Name: Carolyn Hurley

Title: Managing Director

For themselves and as Representatives

of the other Underwriters

[Signature Page to Purchase

Agreement – Representatives]

SCHEDULE A

1. The initial offering

price for the Securities shall be 99.291% of the aggregate principal amount thereof plus accrued interest, if any, from the date of issuance.

2. The purchase

price for the Securities to be paid by the several Underwriters shall be 98.791% of the aggregate principal amount thereof.

Name of Underwriter

Aggregate

Principal

Amount of

Securities to be

Purchased

BofA Securities, Inc.

$ 101,627,000

J.P. Morgan Securities LLC

$ 101,627,000

RBC Capital Markets, LLC

$ 101,627,000

SMBC Nikko Securities America, Inc.

$ 101,627,000

Truist Securities, Inc.

$ 101,627,000

Wells Fargo Securities, LLC

$ 101,627,000

Barclays Capital Inc.

$ 17,334,000

BNP Paribas Securities Corp.

$ 17,334,000

CIBC World Markets Corp.

$ 17,334,000

MUFG Securities Americas Inc.

$ 17,334,000

Mizuho Securities USA LLC

$ 17,333,000

TD Securities (USA) LLC

$ 17,333,000

HSBC Securities (USA) Inc.

$ 5,760,000

Morgan Stanley & Co. LLC

$ 5,760,000

Regions Securities LLC

$ 5,760,000

SG Americas Securities, LLC

$ 5,760,000

BNY Mellon Capital Markets, LLC

$ 3,400,000

Capital One Securities, Inc.

$ 3,400,000

Credit Agricole Securities (USA) Inc.

$ 3,400,000

Goldman Sachs & Co. LLC

$ 3,400,000

ICBC Standard Bank Plc

$ 3,400,000

Natixis Securities Americas LLC

$ 3,400,000

Ares Management Capital Markets LLC

$ 32,000,000

Deutsche Bank Securities Inc.

$ 1,866,000

ING Financial Markets LLC

$ 1,866,000

R. Seelaus & Co., LLC

$ 1,866,000

AmeriVet Securities, Inc.

$ 867,000

Citigroup Global Markets Inc.

$ 867,000

Keefe, Bruyette & Woods, Inc.

$ 866,000

Loop Capital Markets LLC

$ 866,000

Samuel A. Ramirez & Company, Inc.

$ 866,000

Siebert Williams Shank & Co., LLC

$ 866,000

Total

$ 800,000,000

Schedule A

SCHEDULE B

1. “New Issue” Bloomberg filed with the Commission on May 4, 2026 pursuant to Rule 497(a) (as

a Rule 482ad).

2. “Guidance” Bloomberg filed with the Commission on May 4, 2026 pursuant to Rule 497(a) (as

a Rule 482ad).

3. The Pricing Term Sheet, dated May 4, 2026, filed with the Commission on May 4, 2026 pursuant to Rule 433 (as a free

writing prospectus).

Schedule B

SCHEDULE C

ARES CAPITAL CORPORATION

CONSOLIDATED SUBSIDIARIES

1. ACAS, LLC - DE

2. ALLIED CRESCENT EQUITY, LLC - DE

3. ARCC APEX SPV, LLC – DE

4. ARCC API CORP. - DE

5. ARCC BEACON LLC - DE

6. ARCC BLOCKER CORP. - DE

7. ARCC BLOCKER II LLC - DE

8. ARCC BLOCKER IV LLC - DE

9. ARCC BLOCKER V LLC - DE

10. ARCC BLOCKER VI LLC - DE

11. ARCC BLOCKER VII LLC - DE

12. ARCC BLOCKER VIII LLC - DE

13. ARCC ED CORP. - DE

14. ARCC FIN LLC - DE

15. ARCC FB FUNDING LLC - DE

16. ARCC FD CORP. - DE

17. ARCC FGP LLC - DE

18. ARCC GG HOLDINGS LLC - DE

19. ARCC GREEN ENERGY PARTNERS BLOCKER LLC - DE

20. ARCC HEELSTONE LLC - DE

21. ARCC KPS CORP. - DE

22. ARCC LSQ LLC - DE

23. ARCC MBU HOLDINGS LLC - DE

24. ARCC MH LLC - DE

25. ARCC NV1 CORP. - DE

26. ARCC NV2 CORP. - DE

27. ARCC OTG CORP. - DE

28. ARCC OTG PREFERRED CORP. - DE

29. ARCC PCGI III AIV BLOCKER, INC. - DE

30. ARCC PCP GP, LLC - DE

31. ARCC PCP L.P. - CAYMAN ISLANDS

32. ARCC PH CORP. - DE

33. ARCC PJMB LLC - DE

34. ARCC RB LLC - DE

35. ARCC RT LLC - DE

36. ARCC S2 LLC (F/K/A AC POSTLE, LLC) - DE

37. ARCC SHC LLC - DE

38. ARCC SK BLOCKER CORP. - DE

39. ARCC TM CORP. - DE

40. ARCC ULTIMUS LLC - DE

41. ARCC UNIVERSAL CORP. - DE

42. ARES DIRECT LENDING CLO 1 LLC - DE

Schedule C

43. ARES DIRECT LENDING CLO 4 LLC - DE

44. ARES DIRECT LENDING CLO 7 LLC - DE

45. ARES CAPITAL CP FUNDING HOLDINGS LLC - DE

46. ARES CAPITAL CP FUNDING LLC - DE

47. ARES CAPITAL JB FUNDING LLC - DE

48. ASCLEPIUS INTERMEDIATE HOLDINGS LLC - DE

49. ASCLEPIUS HOLDINGS LLC - DE

50. BW LANDCO LLC - DE

51. EUROPEAN CAPITAL LIMITED - Guernsey

52. GEDC EQUITY, LLC - DE

53. HCI EQUITY, LLC - IL

54. IVY HILL ASSET MANAGEMENT GP, LLC - DE

55. MULTIAD EQUITY CORP. - DE

56. POTOMAC ENERGY CENTER, LLC - VA

57. POTOMAC INTERMEDIATE HOLDINGS II LLC - DE

58. POTOMAC INTERMEDIATE HOLDINGS III LLC - DE

59. S2 EQUITY CORP. - DE

60. STARTEC EQUITY, LLC - DE

61. SVP HOLDINGS GP LLC - DE

Schedule C

SCHEDULE D

MARKETING MATERIALS

None.

Schedule D

EX-4.2 — EXHIBIT 4.2

EX-4.2

Filename: tm2614090d1_ex4-2.htm · Sequence: 3

Exhibit 4.2

SIXTH SUPPLEMENTAL INDENTURE

between

ARES CAPITAL CORPORATION

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee

Dated as of May 11, 2026

SIXTH SUPPLEMENTAL INDENTURE

THIS SIXTH SUPPLEMENTAL INDENTURE (this “Sixth

Supplemental Indenture”), dated as of May 11, 2026, is between Ares Capital Corporation, a Maryland corporation (the “Company”),

and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). All capitalized terms used herein shall have

the meaning set forth in the Base Indenture (as defined below) unless otherwise defined herein.

RECITALS OF THE COMPANY

The Company and the Trustee executed and delivered

an Indenture, dated as of May 13, 2024 (the “Base Indenture” and, as supplemented by this Sixth Supplemental Indenture,

together, the “Indenture”), to provide for the issuance by the Company from time to time of the Company’s unsecured

debentures, notes or other evidences of indebtedness (the “Securities”), to be issued in one or more series as provided in

the Indenture.

The Company desires to issue and sell $800,000,000

aggregate principal amount of the 5.550% Notes due 2030 (the “Notes”).

Sections 9.01(v) and 9.01(vii) of the

Base Indenture provide that without the consent of Holders of the Securities of any series issued under the Indenture, the Company and

the Trustee, at any time and from time to time, may enter into one or more indentures supplemental to the Base Indenture to (i) change

or eliminate any of the provisions of the Indenture when there is no Security Outstanding of any series created prior to the execution

of a supplemental indenture that is entitled to the benefit of such provision and (ii) establish the form or terms of Securities

of any series as permitted by Section 2.01 and Section 3.01 of the Base Indenture or authorize the issuance of additional Securities

of a series previously authorized or to add to the conditions, limitations or restrictions on the authorized amount, terms or purposes

of issue, authentication or delivery of the Securities of any series as set forth in the Base Indenture or other conditions, limitations

or restrictions thereafter to be observed.

The Company desires to establish the form and terms

of the Notes and to modify, alter, supplement and change certain provisions of the Base Indenture for the benefit of the Holders of the

Notes (except as may be provided in a future supplemental indenture to the Indenture (“Future Supplemental Indenture”)).

The Company has duly authorized the execution and

delivery of this Sixth Supplemental Indenture to provide for the issuance of the Notes and all acts and things necessary to make this

Sixth Supplemental Indenture a valid, binding, and legal obligation of the Company and to constitute a valid agreement of the Company,

in accordance with its terms, have been done and performed.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the

purchase of the Notes by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Notes,

as follows:

ARTICLE ONE

TERMS OF THE NOTES

Section 1.01.           Terms

of the Notes. The following terms relating to the Notes are hereby established:

(a)             The

Notes shall constitute a series of Securities having the title “5.550% Notes due 2030” and shall be designated as Senior Securities

under the Indenture. The Notes shall bear a CUSIP number of 04010L BN2 and an ISIN number of US04010LBN29.

(b)             The

aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated

and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 3.04, 3.05, 3.06,

9.06 or 11.07 of the Base Indenture) shall be $800,000,000. Under a Board Resolution, Officer’s Certificate pursuant to Board Resolutions

or an indenture supplement, the Company may from time to time, without the consent of the Holders of Notes, issue additional Notes (in

any such case “Additional Notes”) having the same ranking and the same interest rate, maturity, CUSIP number and other terms

as the Notes; provided that such Additional Notes must be part of the same issue as the Notes for U.S. federal income tax purposes.

Any Additional Notes and the existing Notes will constitute a single series under the Indenture and all references to the relevant Notes

herein shall include the Additional Notes unless the context otherwise requires.

entire Outstanding principal amount of the Notes shall be payable on January 15, 2030, unless earlier redeemed or repurchased in

accordance with the provisions of this Sixth Supplemental Indenture.

(d)             The

rate at which the Notes shall bear interest shall be 5.550% per annum (the “Applicable Interest Rate”). The date from which

interest shall accrue on the Notes shall be May 11, 2026, or the most recent Interest Payment Date to which interest has been paid

or provided for; the Interest Payment Dates for the Notes shall be January 15 and July 15 of each year, commencing January 15,

2027 (if an Interest Payment Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the

next succeeding Business Day and no additional interest will accrue as a result of such delayed payment); the initial interest period

will be the period from and including May 11, 2026 (or the most recent Interest Payment Date to which interest has been paid or provided

for), to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and including

an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest so

payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note (or

one or more predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall

be January 1 or July 1 (whether or not a Business Day), as the case may

be, immediately preceding such Interest Payment Date. Payment of principal of (and premium, if any) and any such interest on the Notes

will be made at the Corporate Trust Office of the Trustee in such coin or currency of the United States of America as at the time of payment

is legal tender for payment of public and private debts; provided, however, that at the option of the Company, payment of interest may

be made by (i) check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or

(ii) transfer to an account maintained by the payee located in the United States. Interest on the Notes will be computed on the basis

of a 360-day year of twelve 30-day months.

(e)           The

Notes shall be initially issuable in global form (each such Note, a “Global Note” and together, the “Global Notes”).

The Global Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A

to this Sixth Supplemental Indenture. Each Global Note shall represent the Outstanding Notes as shall be specified therein and each shall

provide that it shall represent the aggregate amount of Outstanding Notes from time to time endorsed thereon and that the aggregate amount

of Outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions.

Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of Outstanding Notes represented thereby

shall be made by the Trustee or the Security Registrar, in accordance with Sections 2.03 and 3.05 of the Base Indenture.

(f)            The

depositary for such Global Notes shall be the Depositary. The Security Registrar with respect to the Global Notes shall be the Trustee.

(g)           The

Notes shall be defeasible pursuant to Section 14.02 or Section 14.03 of the Base Indenture. Covenant defeasance contained in

Section 14.03 of the Base Indenture shall apply to the covenants contained in Sections 10.07 and 10.08 of the Base Indenture.

(h)           The

Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:

(i)             Prior

to December 15, 2029 (one month prior to their maturity date) (the “Par Call Date”), the Company may redeem the Notes

at its option, in whole or in part, at any time and from time to time, at a Redemption Price calculated by the Company (expressed as a

percentage of principal amount and rounded to three decimal places) equal to the greater of:

(1) (a) the

sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed discounted to the

Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve

30-day months) at the Treasury Rate plus 30 basis points less (b) interest accrued to the Redemption Date, and

(2) 100% of

the principal amount of the Notes to be redeemed.

plus, in either case, accrued and unpaid interest

thereon to the Redemption Date.

On or after the Par Call Date, the Company may

redeem the Notes, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount

of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date.

“Treasury Rate” means, with respect

to any Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.

The Treasury Rate shall be determined by the Company

after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors

of the Federal Reserve System), on the third business day preceding the Redemption Date based upon the yield or yields for the most recent

day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal

Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15

TCM”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor

caption or heading). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant

maturity on H.15 exactly equal to the period from the Redemption Date to the Par Call Date (the “Remaining Life”); or (2) if

there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding

to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15

immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual

number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity

on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining

Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity

date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date.

If on the third business day preceding the Redemption

Date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual

equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such Redemption Date of the United

States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States

Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally

distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call

Date, the Company shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two

or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria

of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury

security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities

at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield

to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as

a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal

places.

The Company’s actions and determinations

in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error. The Trustee shall have no

obligation to determine the Treasury Rate or the Redemption Price, and shall be entitled to rely upon the determination thereof by the

Company.

(i)           Notice

of redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the Depositary’s procedures)

at least 10 calendar days by not more than 60 calendar days before the Redemption Date to each Holder of Notes to be redeemed, at the

Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 11.04

of the Base Indenture and may be given subject to the satisfaction of one or more conditions precedent as described in Section 11.04

of the Base Indenture.

(ii)           Any

exercise of the Company’s option to redeem the Notes will be done in compliance with the Investment Company Act, to the extent applicable.

(iii)           If

the Company elects to redeem only a portion of the Notes, the particular Notes to be redeemed will be selected in accordance with the

applicable procedures of the Trustee and, so long as the Notes are registered to the Depositary or its nominee, the Depositary; provided,

however, that no such partial redemption shall reduce the portion of the principal amount of a Note not redeemed to less than $2,000.

(iv)           Unless

the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes

called for redemption hereunder.

(j)            The

Notes shall not be subject to any sinking fund pursuant to Section 12.01 of the Base Indenture.

(k)           The

Notes shall be issuable in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

(l)            Holders

of the Notes will not have the option to have the Notes repaid prior to the Stated Maturity other than in accordance with Article Thirteen

of the Base Indenture.

ARTICLE TWO

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 2.01.          Except

as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under

the Indenture, whether now or hereafter issued and Outstanding, Article One of the Base Indenture shall be amended by adding the

following defined terms to Section 1.01 in appropriate alphabetical sequence, as follows:

“Below Investment Grade Rating Event”

means the Notes are downgraded below Investment Grade by all three Rating Agencies on any date from the date of the public notice of an

arrangement that results in a Change of Control until the end of the 60-day period following public notice of the occurrence of a Change

of Control (which period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade

by any of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular

reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a

Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event hereunder) if any of the Rating

Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the

Trustee in writing at its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or

arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have

occurred at the time of the Below Investment Grade Rating Event).

“Change of Control” means the

occurrence of any of the following:

(1) the direct or indirect sale, lease, transfer,

conveyance or other disposition (other than by way of merger or consolidation) in one or a series of related transactions, of all or substantially

all of the assets of the Company and its Controlled Subsidiaries taken as a whole to any “person” or “group” (as

those terms are used in Section 13(d)(3) of the Exchange Act), other than to any Permitted Holders; provided that, for

the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company or its Controlled Subsidiaries shall

not be deemed to be any such sale, lease, transfer, conveyance or disposition;

(2) the consummation of any transaction (including,

without limitation, any merger or consolidation) the result of which is that any “person” or “group” (as those

terms are used in Section 13(d)(3) of the Exchange Act) (other than any Permitted Holders) becomes the "beneficial owner"

(as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the outstanding Voting

Stock of the Company, measured by voting power rather than number of shares; or

(3) the approval by the Company’s stockholders

of any plan or proposal relating to the liquidation or dissolution of the Company.

“Change of Control Repurchase Event”

means the occurrence of a Change of Control and a Below Investment Grade Rating Event.

“Fitch” means Fitch, Inc.,

also known as Fitch Ratings, or any successor thereto.

"Investment Grade" means a rating

of BBB– or better by Fitch (or its equivalent under any successor rating categories of Fitch), Baa3 or better by Moody's (or its

equivalent under any successor rating categories of Moody's) and BBB– or better by S&P (or its equivalent under any successor

rating categories of S&P) (or, in each case, if such Rating Agency ceases to rate the Notes for reasons outside of the Company’s

control, the equivalent investment grade credit rating from any Rating Agency selected by the Company as a replacement Rating Agency).

“Moody’s” means Moody’s

Investor Services, Inc., or any successor thereof.

“Permitted Holders” means (i) the

Company, (ii) one or more of the Company’s Controlled Subsidiaries and (iii) Ares Capital Management LLC or any Affiliate

of Ares Capital Management LLC that is organized under the laws of a jurisdiction located in the United States of America and in the business

of managing or advising clients.

“Rating Agency” means (1) each

of Fitch, Moody’s and S&P; and (2) if any of Fitch, Moody’s or S&P ceases to rate the Notes or fails to make

a rating of the Notes publicly available for reasons outside of the Company’s control, a “nationally recognized statistical

rating organization” as defined in Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency for

Fitch, Moody’s and/or S&P, as the case may be.

“S&P” means Standard &

Poor's Ratings Services, a division of McGraw-Hill, Inc., or any successor thereto.

“Significant Subsidiary” means

any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X under

the Exchange Act, as such regulation is in effect on the date of this Indenture (but excluding any Subsidiary which is (a) a non-recourse

or limited recourse Subsidiary, (b) a bankruptcy remote special purpose vehicle or (c) is not consolidated with the Company

for purposes of GAAP).

“Voting Stock” as applied to

stock of any Person, means shares, interests, participations or other equivalents in the equity interest (however designated) in such

Person having ordinary voting power for the election of a majority of the directors (or the equivalent) of such Person, other than shares,

interests, participations or other equivalents having such power only by reason of the occurrence of a contingency.

ARTICLE THREE

THE SECURITIES

Section 3.01.           Except

as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under

the Indenture, whether now or hereafter issued and Outstanding, Section 3.05 of the Base Indenture shall be amended by removing the

second to last paragraph thereof.

ARTICLE FOUR

REMEDIES

Section 4.01.           Except

as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under

the Indenture, whether now or hereafter issued and Outstanding, Section 5.01 of the Base Indenture shall be amended by replacing

clause (ii) thereof with the following:

“(ii)           default

in the payment of the principal of (or premium, if any, on) any Note when it becomes due and payable at its Maturity, including upon any

Redemption Date or required repurchase date; or”

Section 4.02.           Except

as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under

the Indenture, whether now or hereafter issued and Outstanding, Section 5.01 of the Base Indenture shall be amended by replacing

clause (iii) thereof with the following:

“(iii)           default

in the deposit of any sinking fund payment, when and as due by the terms of any Notes, and continuance of such default for a period of

5 days; or”

Section 4.03.           Except

as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under

the Indenture, whether now or hereafter issued and Outstanding, Section 5.01 of the Base Indenture shall be amended by replacing

(iv) thereof with the following:

“(iv) the Company’s failure for 60 consecutive calendar days after written notice from the Trustee or

the Holders of at least 25% in principal amount of the Notes then Outstanding has been received to comply with any of the Company’s

other agreements contained in the Notes or this Indenture;”

Section 4.04.           Except

as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under

the Indenture, whether now or hereafter issued and Outstanding, Section 5.01 of the Base Indenture shall be amended by replacing

(vii) thereof with the following:

“(vii) if, pursuant to Section 18(a)(1)(C)(ii) and Section 61 of the Investment Company Act, on

the last business day of each of 24 consecutive calendar months, any class of Securities shall have an asset coverage (as such term is

used in the Investment Company Act) of less than 100% or such lower percentage that is provided for by giving effect to any amendment

to such provisions of the Investment Company Act or to any no-action, interpretive or exemptive relief granted to the Company by the Commission;”

Section 4.05.           Except

as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under

the Indenture, whether now or hereafter issued and Outstanding, Section 5.01 of the Base Indenture shall be amended by adding the

following language as clause (ix):

“(ix): default by the Company or any of its Significant Subsidiaries, with respect to any mortgage, agreement

or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed

in excess of $100 million in the aggregate of the Company and/or any such Significant Subsidiary, whether such indebtedness now exists

or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable or (ii) constituting

a failure to pay the principal or interest of any such debt when due and payable at its stated maturity, upon required repurchase, upon

declaration of acceleration or otherwise, unless, in either case, such indebtedness is discharged, or such acceleration is rescinded,

stayed or annulled, within a period of 30 calendar days after written notice of such failure is given to the Company by the Trustee or

to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Notes then Outstanding.”

Section 4.06.           Except

as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under

the Indenture, whether now or hereafter issued and Outstanding, Section 5.01 of the Base Indenture shall be amended by removing the

final paragraph thereof.

Section 4.07.           Except

as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under

the Indenture, whether now or hereafter issued and Outstanding, Section 5.02 of the Base Indenture shall be amended by replacing

the first paragraph of Section 5.02 with the following:

“If an Event of Default with respect

to the Notes occurs and is continuing, then and in every such case (other than an Event of Default specified in Section 5.01(v) or

5.01(vi)), the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Notes may declare the principal of all

the Outstanding Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders),

and upon any such declaration such principal shall become immediately due and payable; provided that 100% of the principal of,

and accrued and unpaid interest on, the Notes will automatically become due and payable in the case of an Event of Default specified in

Section 5.01(v) or 5.01(vi) hereof.”

Section 4.08.           Except

as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under

the Indenture, whether now or hereafter issued and Outstanding, Section 5.02 of the Base Indenture shall be amended by removing the

third, fourth, fifth and sixth paragraphs thereof.

Section 4.09.           Except

as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under

the Indenture, whether now or hereafter issued and Outstanding, Section 5.02 of the Base Indenture shall be amended by removing the

last sentence of the seventh paragraph thereof.

Section 4.10.           Except

as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under

the Indenture, whether now or hereafter issued and Outstanding, Section 5.13 of the Base Indenture shall be amended by replacing

clause (i) thereof with the following:

“(i) in the payment of the principal on (or premium, if any, on) or interest, if any, on any Security of such

series, or”

ARTICLE FIVE

REDEMPTION OF SECURITIES

Section 5.01.           Except

as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under

the Indenture, whether now or hereafter issued and Outstanding, Section 11.04 of the Base Indenture shall be amended by replacing

the third paragraph thereof with the following:

“Any notice of redemption may, in the Company’s

discretion, be given subject to the satisfaction of one or more conditions precedent, including, but not limited to, completion of a corporate

transaction that is pending (such as an equity or equity-linked offering, an incurrence of indebtedness or an acquisition or other strategic

transaction involving a change of control in us or another entity). In that case, such notice of redemption shall describe each such condition,

and, if applicable, shall state that, in the Company’s discretion, (i) the Redemption Date may be delayed until such time (including

by more than 60 calendar days after the date the notice of redemption was mailed or delivered, including by electronic transmission) as

any or all such conditions shall be satisfied, or (ii) such redemption may not occur and such notice may be rescinded in the event

that any or all such conditions shall not have been satisfied or waived by the Company by the relevant Redemption Date, or by the Redemption

Date as so delayed. In addition, the Company may provide in such notice that payment of the Redemption Price and performance of the Company’s

obligations with respect to such redemption may be performed by another Person.”

ARTICLE SIX

OFFER TO REPURCHASE UPON A CHANGE OF CONTROL REPURCHASE EVENT

Except as may be provided in a Future Supplemental

Indenture, for the benefit of the Holders of the Notes but no other series of Securities under the Indenture, whether now or hereafter

issued and Outstanding, Article Thirteen of the Base Indenture shall be amended by replacing Sections 13.01 to 13.05 with the following:

“Section 13.01        Change

of Control.

If a Change of Control Repurchase Event occurs,

unless the Company shall have exercised its right to redeem the Notes in full, the Company shall make an offer to each Holder of the Notes

to repurchase all or any part (in minimum denominations of $2,000 and integral multiples of $1,000 principal amount in excess thereof)

of that Holder’s Notes at a repurchase price in cash equal to 100% of the aggregate principal amount of Notes repurchased plus any

accrued and unpaid interest on the Notes repurchased to, but not including, the date of purchase. Within 30 days following any Change

of Control Repurchase Event or, at the Company’s option, prior to any Change of Control, but after the public announcement of the

Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute or may constitute

the Change of Control Repurchase Event and offering to repurchase Notes on the payment date specified in the notice, which date will be

no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice shall, if mailed prior to the date of

consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring

on or prior to the payment date specified in the notice. The Company shall comply with the requirements of Rule 14e-1 under the Exchange

Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with

the repurchase of the Notes as a result of a Change of Control Repurchase Event.

To the extent that the provisions of any securities

laws or regulations conflict with this Section 13.01, the Company shall comply with the applicable securities laws and regulations

and shall not be deemed to have breached its obligations under this Section 13.01 by virtue of such conflict.

On the Change of Control Repurchase Event payment

date, subject to extension if necessary to comply with the provisions of the Investment Company Act, the Company shall, to the extent

lawful:

(1)           accept

for payment all Notes or portions of Notes properly tendered pursuant to its offer;

(2)           deposit

with the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered;

and

(3)           deliver

or cause to be delivered to the Trustee the Notes properly accepted, together with an Officer’s Certificate stating the aggregate

principal amount of Notes being purchased by the Company.

The Paying Agent will promptly remit to each Holder

of Notes properly tendered the purchase price for the Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred

by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided

that each new Note will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.

If any Repayment Date upon a Change of Control

Repurchase Event falls on a day that is not a Business Day, then the required payment will be made on the next succeeding Business Day

and no additional interest will accrue as a result of such delayed payment.

The Company will not be required to make an offer

to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes an offer in respect of the Notes in the manner,

at the time and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes

properly tendered and not withdrawn under its offer.”

ARTICLE SEVEN

MISCELLANEOUS

Section 7.01.           This

Sixth Supplemental Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New York, without

regard to principles of conflicts of laws that would cause the application of laws of another jurisdiction. This Sixth Supplemental Indenture

is subject to the provisions of the Trust Indenture Act that are required to be part of the Indenture and shall, to the extent applicable,

be governed by such provisions. If any provision of the Indenture limits, qualifies or conflicts with the duties imposed by Section 318(c) of

the Trust Indenture Act, the imposed duties will control.

Section 7.02.           In

case any provision in this Sixth Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality

and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 7.03.           This

Sixth Supplemental Indenture may be executed in any number of counterparts, each of which will be an original, but such counterparts will

together constitute but one and the same Sixth Supplemental Indenture. The exchange of copies of this Sixth Supplemental Indenture and

of signature pages by facsimile, .pdf transmission, email or other electronic means shall constitute effective execution and delivery

of this Sixth Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile, .pdf transmission, email

or other electronic means shall be deemed to be their original signatures for all purposes. The words “execution,” “signed,”

“signature,” “delivery,” and words of like import in or relating to this Indenture or any document to be signed

in connection with this Sixth Supplemental Indenture shall be deemed to include electronic signatures (including, without limitation,

any .pdf file, .jpeg file or any other electronic or image file, or any other “electronic signature” as defined under ESRA,

including Orbit, Adobe Fill & Sign, Adobe Sign, DocuSign, or any other similar platform identified by the Company and reasonably

available at no undue burden or expense to the Trustee), deliveries or the keeping of records in electronic form, each of which shall

be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based

recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic

means.

Section 7.04.           The

Base Indenture, as supplemented and amended by this Sixth Supplemental Indenture, is in all respects ratified and confirmed, and the Base

Indenture and this Sixth Supplemental Indenture shall be read, taken and construed as one and the same instrument with respect to the

Notes. All provisions included in this Sixth Supplemental Indenture supersede any conflicting provisions included in the Base Indenture

with respect to the Notes, unless not permitted by law. The Trustee accepts the trusts created by the Indenture, as supplemented by this

Sixth Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Indenture, as supplemented by this Sixth

Supplemental Indenture.

Section 7.05.           The

provisions of this Sixth Supplemental Indenture shall become effective as of the date hereof.

Section 7.06.           Notwithstanding

anything else to the contrary herein, the terms and provisions of this Sixth Supplemental Indenture shall apply only to the Notes and

shall not apply to any other series of Securities under the Indenture and this Sixth Supplemental Indenture shall not and does not otherwise

affect, modify, alter, supplement or change the terms and provisions of any other series of Securities under the Indenture, whether now

or hereafter issued and Outstanding.

Section 7.07.           The

recitals contained herein and in the Notes shall be taken as the statements of the Company, and the Trustee assumes no responsibility

for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Sixth Supplemental Indenture, the

Notes or any Additional Notes, except that the Trustee represents that it is duly authorized to execute and deliver this Sixth Supplemental

Indenture, authenticate the Notes and any Additional Notes and perform its obligations hereunder. The Trustee shall not be accountable

for the use or application by the Company of the Notes or any Additional Notes or the proceeds thereof.

Section 7.08           No

past, present or future director, officer, employee, incorporator or stockholder of the Company, as such, will have any liability for

any obligations of the Company under the Indenture or the Notes or for any claim based on, in respect of, or by reason of, such obligations

or their creation. By accepting any Note, each Holder will be deemed to waive and release all such liability. Such waiver and release

are part of the consideration for the issuance of the Notes.

IN WITNESS WHEREOF, the parties hereto have caused

this Sixth Supplemental Indenture to be duly executed as of the date first written above.

ARES CAPITAL CORPORATION

By:

/s/ Scott C. Lem

Name: Scott C. Lem

Title: Chief Financial Officer and Treasurer

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

By:

/s/ Brandon Bonfig

Name: Brandon Bonfig

Title: Vice President

[Signature Page to Sixth Supplemental Indenture]

Exhibit A – Form of Global

Note

This Security is a Global Note within the meaning

of the Indenture hereinafter referred to and is registered in the name of The Depository Trust Company or a nominee thereof. This Security

may not be exchanged in whole or in part for a Security registered, and no transfer of this Security in whole or in part may be registered,

in the name of any Person other than The Depository Trust Company or a nominee thereof, except in the limited circumstances described

in the Indenture.

Unless this certificate is presented by an authorized

representative of The Depository Trust Company to the issuer or its agent for registration of transfer, exchange or payment and such certificate

issued in exchange for this certificate is registered in the name of Cede & Co., or such other name as requested by an authorized

representative of The Depository Trust Company, any transfer, pledge or other use hereof for value or otherwise by or to any person is

wrongful, as the registered owner hereof, Cede & Co., has an interest herein.

Ares Capital Corporation

No. ___

$____________

CUSIP No. 04010L BN2

ISIN No. US04010LBN29

5.550% Notes due 2030

Ares Capital Corporation, a corporation duly organized

and existing under the laws of Maryland (herein called the “Company”, which term includes any successor Person under the Indenture

hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum

of ________________ (U.S. $____________) on January 15, 2030, and to pay interest thereon from May 11, 2026, or from the most

recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on January 15 and July 15 in

each year, commencing January 15, 2027, at the rate of 5.550% per annum, until the principal hereof is paid or made available for

payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture,

be paid to the Person in whose name this Security is registered at the close of business on the Regular Record Date for such interest,

which shall be January 1 or July 1 (whether or not a Business Day), as the case may be, immediately preceding such Interest

Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular

Record Date and may either be paid to the Person in whose name this Security is registered at the close of business on a Special Record

Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of

this series not less than 10 calendar days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent

with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be

required by such exchange, all as more fully provided in said Indenture. This Security may be issued as part of a series.

Payment of the principal of (and premium, if any)

and any such interest on this Security will be made at the Corporate Trust Office of the Trustee in such coin or currency of the United

States of America as at the time of payment is legal tender for payment of public and private debts; provided, however,

that at the option of the Company payment of interest may be made by (i) check mailed to the address of the Person entitled thereto

as such address shall appear in the Security Register or (ii) transfer to an account maintained by the payee located in the United

States.

Reference is hereby made to the further provisions

of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth

at this place.

Unless the certificate of authentication hereon

has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit

under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this

instrument to be duly executed.

Dated: ___________

ARES CAPITAL CORPORATION

By:

Name:

Title:

This is one of the Securities of the series designated

therein referred to in the within-mentioned Indenture.

Dated: ____________

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee

By:

Authorized Signatory

Ares Capital Corporation

5.550% Notes due 2030

This Security is one of a duly authorized issue

of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture,

dated as of May 13, 2024 (herein called the “Base Indenture”, which term shall have the meaning assigned to it in such

instrument), between the Company and U.S. Bank Trust Company, National Association, as Trustee (herein called the “Trustee”,

which term includes any successor trustee under the Base Indenture), and reference is hereby made to the Base Indenture for a statement

of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, and the Holders of the

Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered, as supplemented by the Sixth Supplemental

Indenture, relating to the Securities, dated as of May 11, 2026, by and between the Company and the Trustee (herein called the “Sixth

Supplemental Indenture”; and the Sixth Supplemental Indenture and the Base Indenture together are herein called the “Indenture”).

In the event of any conflict between the Base Indenture and the Sixth Supplemental Indenture, the Sixth Supplemental Indenture shall govern

and control.

This Security is one of the series designated on

the face hereof, initially limited in aggregate principal amount to $____________. Under a Board Resolution, Officer’s Certificate

pursuant to Board Resolutions or an indenture supplement, the Company may from time to time, without the consent of the Holders of Securities,

issue additional Securities of this series (in any such case “Additional Securities”) having the same ranking and the same

interest rate, maturity, CUSIP number and other terms as the Securities, provided that such Additional Securities must be part

of the same issue as the Securities for U.S. federal income tax purposes. Any Additional Securities and the existing Securities will constitute

a single series under the Indenture and all references to the relevant Securities herein shall include the Additional Securities unless

the context otherwise requires. The aggregate amount of Outstanding Securities represented hereby may from time to time be reduced or

increased, as appropriate, to reflect exchanges and redemptions.

Prior to December 15, 2029 (one month prior

to their maturity date) (the “Par Call Date”), the Company may redeem the Securities of this series at its option, in whole

or in part, at any time and from time to time, at a Redemption Price (expressed as a percentage of principal amount and rounded to three

decimal places) equal to the greater of:

(1) (a) the

sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed discounted to

the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve

30-day months) at the Treasury Rate plus 30 basis points less (b) interest accrued to the Redemption Date, and

(2) 100% of the principal amount

of the Securities to be redeemed.