Exhibit
4.3


 


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. 1

  	
   

  	
  $200,000,000

  
	
   

  	
   

  	
  CUSIP No. 04010L202  

  
	
   

  	
   

  	
  ISIN No. US04010L2025

  



 


7.75% Senior Notes due 2040


 


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 Two Hundred
Million Dollars (U.S. $200,000,000) on October 15, 2040, and to pay
interest thereon from October 21, 2010 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, quarterly on
January 15, April 15, July 15 and October 15 in each year,
commencing January 15, 2011, at the rate of 7.75% 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, April 1, July 1 and October 1
(whether or not a Business Day), as the case may be, next 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 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, and up to $230,000,000 aggregate
principal amount may be initially issued if the underwriters’ overallotment
option is exercised in full.


 


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 Boston, Massachusetts 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 check
mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register.


 


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: October 21, 2010


 


 


	
   

  	
  ARES CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard S. Davis

  
	
   

  	
  Name:

  	
  Richard
  S Davis

  
	
   

  	
  Title:

  	
  Chief
  Financial Officer

  



 

















 


This is one of the Securities of the
series designated therein referred to in the within-mentioned Indenture.


 


	
  Dated: October 21, 2010

  	
   

  
	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL ASSOCIATION,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Karen R. Beard

  
	
   

  	
   

  	
  Authorized Signatory

  



 

















 


Ares Capital
Corporation


7.75% Senior Notes due 2040


 


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 October 21,
2010 (herein called the “Base Indenture”, which term shall have the meaning
assigned to it in such instrument), between the Company and U.S. Bank 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 First Supplemental Indenture relating to
the Securities, dated October 21, 2010, by and between the Company and the
Trustee (herein called the “First Supplemental Indenture”, the First
Supplemental Indenture and the Base Indenture collectively are herein called
the “Indenture”). In the event of any conflict between the Base Indenture and
the First Supplemental Indenture, the First 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 $200,000,000 (or up to
$230,000,000 aggregate principal amount if the underwriters’ overallotment
option is exercised in full).  Under a
Board Resolution, Officers’ 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 and other terms as the Securities. 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.


 


The Securities of this series are
subject to redemption in whole or in part at any time or from time to time, at
the option of the Company, on or after October 15, 2015, at a redemption
price of $25 per security plus accrued and unpaid interest payments otherwise
payable for the then-current quarterly interest period accrued to the date
fixed for redemption.


 


Notice of redemption shall be given
in writing and mailed, first-class postage prepaid or by overnight courier
guaranteeing next-day delivery, to each Holder of the Securities to be
redeemed, not less than thirty (30) nor more than sixty (60) days prior to the
Redemption Date, 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.


 


Any exercise of the Company’s option
to redeem the Securities will be done in compliance with the Investment Company
Act, and the rules, regulations and interpretations promulgated thereunder, to
the extent applicable.


 


If the Company elects to redeem only
a portion of the Securities, the Trustee will determine the method for
selecting the particular Securities to be redeemed, in accordance with the
Investment Company Act, and the rules and regulations promulgated
thereunder, to the extent applicable. In the event of redemption of this
Security in part only, a new Security or Securities of this series and of like
tenor for the unredeemed portion hereof will be issued in the name of the
Holder hereof upon the cancellation hereof.


 


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.


 


Holders of Securities do not have
the option to have the Securities repaid prior to October 15, 2040.


 

















 


The Indenture contains provisions
for defeasance at any time of the entire indebtedness of this Security or
certain restrictive covenants and Events of Default with respect to this
Security, in each case upon compliance with certain conditions set forth in the
Indenture.


 


If an Event of Default with respect
to Securities of this series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the manner and
with the effect provided in the Indenture.


 


The Indenture permits, with certain
exceptions as therein provided, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the
Company and the Trustee with the consent of the Holders of not less than a
majority in principal amount of the Securities at the time Outstanding of each
series to be affected. The Indenture also contains provisions permitting the
Holders of specified percentages in principal amount of the Securities of each
series at the time Outstanding, on behalf of the Holders of all Securities of
such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and
of any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.


 


As provided in and subject to the
provisions of the Indenture, the Holder of this Security shall not have the
right to institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy thereunder, unless
such Holder shall have previously given the Trustee written notice of a
continuing Event of Default with respect to the Securities of this series, the
Holders of not less than 25% in principal amount of the Securities of this
series at the time Outstanding shall have made written request to the Trustee
to institute proceedings in respect of such Event of Default as Trustee and
offered the Trustee reasonable indemnity against the costs, expenses and
liabilities to be incurred in compliance with such request, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for sixty
(60)  days after receipt of such notice, request and offer of indemnity.
The foregoing shall not apply to any suit instituted by the Holder of this
Security for the enforcement of any payment of principal hereof or any premium
or interest hereon on or after the respective due dates expressed herein.


 


No reference herein to the Indenture
and no provision of this Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the
principal of and any premium and interest on this Security at the times, place
and rate, and in the coin or currency, herein prescribed.


 


As provided in the Indenture and
subject to certain limitations therein set forth, the transfer of this Security
is registrable in the Security Register, upon surrender of this Security for
registration of transfer at the office or agency of the Company in any place
where the principal of and any premium and interest on this Security are
payable, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar duly executed
by, the Holder hereof or his attorney duly authorized in writing, and thereupon
one or more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to
the designated transferee or transferees.


 


The Securities of this series are
issuable only in registered form without coupons in denominations of $25 and
any integral multiples of $25 in excess thereof. As provided in the Indenture
and subject to certain limitations therein set forth, Securities of this series
are exchangeable for a like aggregate principal amount of Securities of this
series and of like tenor of a different authorized denomination, as requested
by the Holder surrendering the same.


 


No service charge shall be made for
any such registration of transfer or exchange, but the Company or Trustee may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.


 

















 


Prior to due presentment of this
Security for registration of transfer, the Company, the Trustee and any agent
of the Company or the Trustee may treat the Person in whose name this Security
is registered as the owner hereof for all purposes, whether or not this
Security be overdue, and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.


 


All terms used in this Security
which are defined in the Indenture shall have the meanings assigned to them in
the Indenture.


 


The Indenture and this Security
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.