Exhibit 10.1


AMENDED AND RESTATED


ADMINISTRATION AGREEMENT


AGREEMENT (this “Agreement”)
made as of June 1, 2007 by and between Ares Capital Corporation, a Maryland
corporation (hereinafter referred to as the “Corporation”),
and Ares Operations LLC, a Delaware limited liability company, (hereinafter
referred to as the “Administrator”).


W I T N E S S E T H:


WHEREAS, the Corporation is a closed-end management
investment company that has elected to be treated as a business development
company under the Investment Company Act of 1940, as amended (hereinafter
referred to as the “Investment Company Act”);


WHEREAS, on September 30, 2004, the Corporation and
Ares Technical Administration LLC, a Delaware limited liability company (“Ares Technical”) entered into an Administration Agreement
(the “Original Agreement”), pursuant to which
Ares Technical agreed to furnish administrative services to the Corporation;


WHEREAS, on April 27, 2007, Ares Technical transferred
and assigned all of its rights and obligations under the Original Agreement to
the Adviser pursuant to an Assignment Agreement dated as of April 27, 2007
between Ares Technical and the Administrator (which assignment was consented to
by the Corporation);


WHEREAS, the Corporation and the Administrator now
wish to amend and restate the Original Agreement in its entirety with respect
to the administrative services provided to the Corporation by the
Administrator.


NOW, THEREFORE, in consideration of the premises and
for other good and valuable consideration, the parties hereby agree that the
Original Agreement is hereby amended and restated in its entirety to read as
follows (and that the Original Agreement shall be deemed of no further force
and effect whatsoever):


1.             Duties
of the Administrator.


(a)           Employment of Administrator.  The Corporation hereby employs the
Administrator to act as administrator of the Corporation, and to furnish, or
arrange for others to furnish, the administrative services, personnel and
facilities described below, subject to review by and the overall control of the
Board of Directors of the Corporation, for the period and on the terms and
conditions set forth in this Agreement. 
The Administrator hereby accepts such employment and agrees during such
period to render, or arrange for the rendering of, such services and to assume
the obligations herein set forth subject to the reimbursement of costs and
expenses as provided for below.  The
Administrator and any such other persons providing services arranged for by the
Administrator shall for all purposes herein be deemed to be independent
contractors and shall, unless otherwise expressly provided or authorized
herein, have no authority to act for or represent the Corporation in any way or
otherwise be deemed agents of the Corporation.



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(b)           Services.  The Administrator shall perform (or oversee,
or arrange for, the performance of) the administrative services necessary for
the operation of the Corporation. 
Without limiting the generality of the foregoing, the Administrator
shall provide the Corporation with office facilities, equipment, clerical,
bookkeeping and record keeping services at such office facilities and such
other services as the Administrator, subject to review by the Board of
Directors of the Corporation, shall from time to time determine to be necessary
or useful to perform its obligations under this Agreement.  The Administrator shall also, on behalf of
the Corporation, arrange for the services of, and oversee, custodians,
depositories, transfer agents, dividend disbursing agents, other stockholder
servicing agents, accountants, attorneys, underwriters, brokers and dealers,
corporate fiduciaries, insurers, banks and such other persons in any such other
capacity deemed to be necessary or desirable. 
The Administrator shall make reports to the Corporation’s Board of
Directors of its performance of obligations hereunder and furnish advice and
recommendations with respect to such other aspects of the business and affairs
of the Corporation as it shall determine to be desirable; provided that
nothing herein shall be construed to require the Administrator to, and the
Administrator shall not, provide any advice or recommendation relating to the
securities and other assets that the Corporation should purchase, retain or
sell or any other investment advisory services to the Corporation.  The Administrator shall be responsible for
the financial and other records that the Corporation is required to maintain
and shall prepare all reports and other materials required to be filed with the
Securities and Exchange Commission (the “SEC”)
or any other regulatory authority, including reports to stockholders.  The Administrator will provide on the
Corporation’s behalf significant managerial assistance to those portfolio
companies to which the Corporation is required to provide such assistance.  In addition, the Administrator will assist
the Corporation in determining and publishing the Corporation’s net asset
value, overseeing the preparation and filing of the Corporation’s tax returns,
and the printing and dissemination of reports to stockholders of the
Corporation, and generally overseeing the payment of the Corporation’s expenses
and the performance of administrative and professional services rendered to the
Corporation by others.


2.             Records.  The Administrator agrees to maintain and keep
all books, accounts and other records of the Corporation that relate to
activities performed by the Administrator hereunder and, if required by the
Investment Company Act, will maintain and keep such books, accounts and records
in accordance with that act.  In
compliance with the requirements of Rule 31a-3 under the Investment Company
Act, the Administrator agrees that all records that it maintains for the
Corporation shall at all times remain the property of the Corporation, shall be
readily accessible during normal business hours, and shall be promptly
surrendered upon the termination of this Agreement or otherwise on written
request.  The Administrator further
agrees that all records which it maintains for the Corporation pursuant to Rule
31a-1 under the Investment Company Act will be preserved for the periods
prescribed by Rule 31a-2 under the Investment Company Act unless any such
records are earlier surrendered as provided above.  Records shall be surrendered in usable machine-readable
form.  The Administrator shall have the
right to retain copies of such records subject to observance of its
confidentiality obligations under this Agreement.


3.             Confidentiality.  The parties hereto agree that each shall
treat confidentially all information provided by each party to the other
regarding its business and operations. 
All confidential information provided by a party hereto, including
nonpublic personal information pursuant to Regulation S-P of the SEC, shall be
used by any other party hereto solely for the



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purpose of rendering services pursuant to this
Agreement and, except as may be required in carrying out this Agreement, shall
not be disclosed to any third party, without the prior consent of such
providing party.  The foregoing shall not
be applicable to any information that is publicly available when provided or
thereafter becomes publicly available other than through a breach of this
Agreement, or that is required to be disclosed by any regulatory authority, any
authority or legal counsel of the parties hereto, or by judicial or
administrative process or otherwise by applicable law or regulation.


4.             Compensation;
Allocation of Costs and Expenses.


(a)           In full consideration of the
provision of the services of the Administrator, the Corporation shall reimburse
the Administrator for the costs and expenses incurred by the Administrator in
performing its obligations and providing personnel and facilities hereunder.


(b)           The Corporation will bear all costs
and expenses that are incurred in its operation and transactions and not
specifically assumed by the Corporation’s investment adviser (the “Adviser”), pursuant to the Amended and Restated Investment
Advisory and Management Agreement, dated as of June 1, 2006, between the
Corporation and the Adviser.  Costs and
expenses to be borne by the Corporation include, but are not limited to, those
relating to: organization and offering; calculating the Corporation’s net asset
value (including the cost and expenses of any independent valuation firm);
expenses incurred by the Adviser payable to third parties, including agents,
consultants or other advisors, in monitoring financial and legal affairs for
the Corporation and in monitoring the Corporation’s investments and performing
due diligence on its prospective portfolio companies; interest payable on debt,
if any, incurred to finance the Corporation’s investments; offerings of the
Corporation’s common stock and other securities; investment advisory and
management fees; administration fees, if any, payable under this Agreement;
fees payable to third parties, including agents, consultants or other advisors,
relating to, or associated with, evaluating and making investments; transfer
agent and custodial fees; federal and state registration fees; all costs of
registration and listing the Corporation’s shares on any securities exchange;
federal, state, local and other taxes; independent directors’ fees and
expenses; costs of preparing and filing reports or other documents required by
the SEC; costs of any reports, proxy statements or other notices to
stockholders, including printing costs; the Corporation’s allocable portion of
the fidelity bond, directors and officers/errors and omissions liability
insurance, and any other insurance premiums; direct costs and expenses of
administration, including printing, mailing, long distance telephone, copying,
secretarial and other staff, independent auditors and outside legal costs; and
all other expenses incurred by the Corporation or the Administrator in connection
with administering the Corporation’s business, including payments under this
Agreement based upon the Corporation’s allocable portion of the Administrator’s
overhead in performing its obligations under this Agreement, including rent (if
office space is provided by the Administrator) and the allocable portion of the
cost of the Corporation’s officers and their respective staffs (including
travel expenses).


5.             Limitation
of Liability of the Administrator; Indemnification.  The Administrator, its members and their
respective officers, managers, partners, agents, employees, controlling
persons, members, and any other person or entity affiliated with any of them
(collectively, the “Indemnified Parties”),
shall not be liable to the Corporation for any action taken or omitted to be
taken by the Administrator in connection with the performance of any of its
duties or



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obligations under this Agreement or otherwise as
administrator for the Corporation, and the Corporation shall indemnify, defend
and protect the Indemnified Parties (each of whom shall be deemed a third party
beneficiary hereof) and hold them harmless from and against all damages,
liabilities, costs and expenses (including reasonable attorneys’ fees and
amounts reasonably paid in settlement) incurred by the Indemnified Parties  in or by reason of any pending, threatened or
completed action, suit, investigation or other proceeding (including an action
or suit by or in the right of the Corporation or its security holders) arising
out of or otherwise based upon the performance of any of the Administrator’s
duties or obligations under this Agreement or otherwise as administrator for
the Corporation.  Notwithstanding the
preceding sentence of this Paragraph 5 to the contrary, nothing contained
herein shall protect or be deemed to protect the Indemnified Parties against or
entitle or be deemed to entitle the Indemnified Parties to indemnification in
respect of, any liability to the Corporation or its security holders to which
the Indemnified Parties would otherwise be subject by reason of willful
misfeasance, bad faith or negligence in the performance of the Administrator’s
duties or by reason of the reckless disregard of the Administrator’s duties and
obligations under this Agreement (to the extent applicable, as the same shall
be determined in accordance with the Investment Company Act and any
interpretations or guidance by the SEC or its staff thereunder).


6.             Activities
of the Administrator.  The services
of the Administrator to the Corporation are not to be deemed to be exclusive,
and the Administrator and each other person providing services as arranged by
the Administrator is free to render services to others. It is understood that
directors, officers, employees and stockholders of the Corporation are or may become
interested in the Administrator and its affiliates, as directors, officers,
members, managers, employees, partners, stockholders or otherwise, and that the
Administrator and directors, officers, members, managers, employees, partners
and stockholders of the Administrator and its affiliates are or may become
similarly interested in the Corporation as stockholders or otherwise.


7.             Duration
and Termination of this Agreement.


(a)           This Agreement shall become effective
as of the date hereof, and shall remain in force with respect to the
Corporation for one year from such date and thereafter continue from year to
year, but only so long as such continuance is specifically approved at least
annually by (i) the Board of Directors of the Corporation and (ii) a majority
of those members of the Corporation’s Board of Directors who are not parties to
this Agreement or “interested persons” (as defined in the Investment Company
Act) of any such party.


(b)           This Agreement may be terminated at
any time, without the payment of any penalty, by vote of the Corporation’s
Board of Directors, or by the Administrator, upon 60 days’ written notice to
the other party.  This Agreement may not
be assigned by a party without the consent of the other party.


8.             Amendments
of this Agreement.  This Agreement
may not be amended or modified except by an instrument in writing signed by all
parties hereto.


9.             Assignment.  This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
permitted assigns.  Neither party may
assign,



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delegate or otherwise transfer this Agreement or any
of its rights or obligations hereunder without the prior written consent of the
other party.  No assignment by either
party permitted hereunder shall relieve the applicable party of its obligations
under this Agreement.  Any assignment by
either party in accordance with the terms of this Agreement shall be pursuant
to a written assignment agreement in which the assignee expressly assumes the
assigning party’s rights and obligations hereunder.


10.           Governing
Law.  This Agreement shall be
governed by, and construed in accordance with, the laws of the State of New
York, including without limitation Sections 5-1401 and 5-1402 of the New York
General Obligations Law and New York Civil Practice Laws and Rules 327(b), and
the applicable provisions of the Investment Company Act, if any.  To the extent that the applicable laws of the
State of New York, or any of the provisions herein, conflict with the
applicable provisions of the Investment Company Act, if any, the latter shall
control.  The parties unconditionally and
irrevocably consent to the exclusive jurisdiction of the courts located in the
State of New York and waive any objection with respect thereto, for the purpose
of any action, suit or proceeding arising out of or relating to this Agreement
or the transactions contemplated hereby.


11.           No
Waiver.  The failure of either party
to enforce at any time for any period the provisions of or any rights deriving
from this Agreement shall not be construed to be a waiver of such provisions or
rights or the right of such party thereafter to enforce such provisions or
rights, and no waiver shall be binding unless executed in writing by all
parties hereto.


12.           Severability.  If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any law or
public policy, all other terms and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party.  Upon
such determination that any term or other provision is invalid, illegal or
incapable of being enforced, the parties hereto shall negotiate in good faith
to modify this Agreement so as to effect the original intent of the parties as
closely as possible in an acceptable manner in order that the transactions
contemplated hereby are consummated as originally contemplated to the greatest
extent possible.


13.           Headings.  The descriptive headings contained in this
Agreement are for convenience of reference only and shall not affect in any way
the meaning or interpretation of this Agreement.


14.           Counterparts.  This Agreement may be executed in one or more
counterparts (including by facsimile or pdf transmission), each of which when
executed shall be deemed to be an original instrument and all of which taken
together shall constitute one and the same agreement.


15.           Notices.  All notices, requests, claims, demands and
other communications hereunder shall be in writing and shall be given or made
(and shall be deemed to have been duly given or made upon receipt) by delivery
in person, by overnight courier service (with signature required), by facsimile,
or by registered or certified mail (postage prepaid, return receipt requested)
to the respective parties at their respective principal executive office
addresses.



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16.           Entire
Agreement.  This Agreement
constitutes the entire agreement of the parties with respect to the subject
matter hereof and supersedes all prior and contemporaneous agreements and
undertakings (including the Original Agreement), both written and oral, between
the parties with respect to such subject matter.


17.           Certain
Matters of Construction.


(a)           The words “hereof”, “herein”, “hereunder”
and words of similar import shall refer to this Agreement as a whole and not to
any particular Section or provision of this Agreement, and reference to a
particular Section of this Agreement shall include all subsections thereof.


(b)           Definitions shall be equally
applicable to both the singular and plural forms of the terms defined, and
references to the masculine, feminine or neuter gender shall include each other
gender.


(c)           The word “including” shall mean
including without limitation.


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IN WITNESS WHEREOF, the parties hereto have executed
and delivered this Agreement as of the date first above written.


	
   

  	
  CORPORATION:

  
	
   

  	
   

  	
   

  
	
   

  	
  ARES CAPITAL
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael Arougheti

  
	
   

  	
   

  	
  Name:  Michael
  Arougheti

  
	
   

  	
   

  	
  Title:   President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ADMINISTRATOR:

  
	
   

  	
   

  	
   

  
	
   

  	
  ARES OPERATIONS
  LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joshua M. Bloomstein

  
	
   

  	
   

  	
  Name:  Joshua
  M. Bloomstein

  
	
   

  	
   

  	
  Title:   Authorized
  Signatory

  



 



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