Exhibit 4.1


 


FOURTEENTH SUPPLEMENTAL INDENTURE


 


between


 


ARES CAPITAL CORPORATION


 


and


 


U.S. BANK NATIONAL ASSOCIATION,


 


as Trustee


 


Dated as of June 10, 2021


 


 


FOURTEENTH SUPPLEMENTAL INDENTURE


 


THIS FOURTEENTH SUPPLEMENTAL INDENTURE (this “Fourteenth
Supplemental Indenture”), dated as of June 10, 2021, is between Ares Capital Corporation, a Maryland corporation (the “Company”),
and U.S. Bank 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 October 21, 2010 (the “Base Indenture” and, as supplemented by this Fourteenth 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 $850,000,000
aggregate principal amount of the Company’s 2.875% Notes due 2028 (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, when
authorized by or pursuant to a Board Resolution, 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.


 


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 Fourteenth Supplemental Indenture to provide for the issuance of the Notes and all acts and things necessary to make
this Fourteenth 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 I

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 “2.875% Notes due 2028” and shall be designated as Senior Securities
under the Indenture. The Notes shall bear a CUSIP number of 04010L BB8 and an ISIN number of US04010LBB80.


 


(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 $850,000,000. 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 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.


 


(c)          The
entire Outstanding principal amount of the Notes shall be payable on June 15, 2028, unless earlier redeemed or repurchased in accordance
with the provisions of this Fourteenth Supplemental Indenture.


 


(d)          The
rate at which the Notes shall bear interest shall be 2.875% per annum (the “Applicable Interest Rate”). The date from which
interest shall accrue on the Notes shall be June 10, 2021, 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 June 15 and December 15 of each year, commencing December 15,
2021 (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 June 10, 2021 (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 June 1 and December 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 check mailed to the address of the Person entitled thereto as such address shall appear
in the Security Register. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.


 



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(e)          The
Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s
certificate of authentication thereon shall be substantially in the form of Exhibit A to this Fourteenth 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 10.06, 10.08 and 10.09 of the Indenture.


 


(h)          The
Notes shall be redeemable pursuant to Section 11.01 of the Base Indenture and as follows:


 


(i)           The
Notes will be redeemable, in whole or in part, at any time, or from time to time, at the option of the Company, at a Redemption Price
equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest to the Redemption Date:


 


		(a)	100% of the principal amount of the Notes to be redeemed, or



 


		(b)	the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest
to the Redemption Date) on the Notes to be redeemed, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) using the applicable Treasury Rate plus 25 basis points; provided, however, that if the Company
redeems any Notes on or after April 15, 2028, the Redemption Price for the Notes will be equal to 100% of the principal amount of
the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date.



 


For purposes of calculating the Redemption Price
in connection with the redemption of the Notes, on any Redemption Date, the following terms have the meanings set forth below:


 


“Treasury Rate” means, with respect
to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield-to-maturity of the Comparable Treasury Issue (computed
as of the third Business Day immediately preceding the redemption), assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The Redemption Price and the Treasury
Rate will be determined by the Company.


 


“Comparable Treasury Issue” means the
United States Treasury security selected by the Reference Treasury Dealer as having a maturity comparable to the remaining term of the
Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financing practice, in pricing
new issues of corporate debt securities of comparable maturity to the remaining term of the Notes being redeemed.


 



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“Comparable Treasury Price” means (1) the
average of the remaining Reference Treasury Dealer Quotations for the Redemption Date, after excluding the highest and lowest Reference
Treasury Dealer Quotations, or (2) if the Quotation Agent obtains fewer than four such Reference Treasury Dealer Quotations, the
average of all such quotations.


 


“Quotation Agent” means a Reference
Treasury Dealer selected by the Company.


 


“Reference Treasury Dealer” means each
of (1) BofA Securities, Inc., (2) J.P. Morgan Securities LLC, (3) a primary U.S. government securities dealer selected
by SMBC Nikko Securities America, Inc., and (4) Wells Fargo Securities, LLC, or their respective affiliates which are primary
U.S. government securities dealers and their respective successors; provided, however, that if any of the foregoing or their
affiliates shall cease to be a primary U.S. government securities dealer in the United States (a “Primary Treasury Dealer”),
the Company shall select another Primary Treasury Dealer.


 


“Reference Treasury Dealer Quotations”
means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Quotation Agent, of the
bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing
to the Quotation Agent by such Reference Treasury Dealer at 3:30 p.m. New York time on the third Business Day preceding such Redemption
Date.


 


All determinations made by any Reference Treasury
Dealer, including the Quotation Agent, with respect to determining the Redemption Price will be final and binding absent manifest error.


 


(ii)           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 Notes 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.


 


(iii)          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.


 


(iv)          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.


 


(v)           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.


 


(i)            The
Notes shall not be subject to any sinking fund pursuant to Section 12.01 of the Base Indenture.


 


(j)            The
Notes shall be issuable in denominations of $2,000 and integral multiples of $1,000 in excess thereof.


 



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(k)           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 XIII
of the Indenture.


 


ARTICLE II

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 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.


 


“Controlled Subsidiary” means
any Subsidiary of the Company, 50% or more of the outstanding equity interests of which are owned by the Company and its direct or indirect
Subsidiaries and of which the Company possesses, directly or indirectly, the power to direct or cause the direction of the management
or policies, whether through the ownership of voting equity interests, by agreement or otherwise.


 



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“Depositary” means, with respect
to each Note in global form, The Depository Trust Company, until a successor shall have been appointed and becomes such person, and thereafter,
Depositary shall mean or include such successor.


 


“Exchange Act” means the Securities
Exchange Act of 1934, as amended, and any statute successor thereto, in each case as amended from time to time and the rules and
regulations of the Commission promulgated thereunder.


 


“Fitch” means Fitch, Inc.,
also known as Fitch Ratings, or any successor thereto.


 


“GAAP” means generally accepted
accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants, the opinions and pronouncements of the Public Company Accounting Oversight Board and the statements
and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved
by a significant segment of the accounting profession in the United States, which are in effect from time to time.


 


“Investment Company Act” means
the Investment Company Act of 1940, as amended, and the rules, regulations and interpretations promulgated thereunder, to the extent applicable,
and any statute 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).


 



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“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.


 


Section 2.02.         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, Article One of the Base Indenture shall be amended by amending the
definition of “Subsidiary” in Section 1.01 to add the following sentence at the end of such definition:


 


“In addition, for purposes of this definition,
 “Subsidiary” shall exclude any investments held by the Company in the ordinary course of business which are not, under GAAP,
consolidated on the financial statements of the Company and its Subsidiaries.”


 


Section 2.03.         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, Article One of the Base Indenture shall be amended by amending the
definition of “Company Request” and “Company Order” in Section 1.01 as follows:


 


“Company Request” and “Company
Order” mean, respectively, a written request or order signed in the name of the Company by the Chairman (or a Co-Chairman, if
applicable), the Chief Executive Officer, the President (or a Co-President, if applicable) or a Vice President, and by the Chief Financial
Officer, the Chief Operating Officer, if any, the Treasurer, the Secretary or an Assistant Secretary, of the Company, and delivered to
the Trustee.


 


Section 2.04.         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, Article One of the Base Indenture shall be amended by amending the
definition of “Officers’ Certificate” in Section 1.01 as follows:


 


“Officers’ Certificate”
means a certificate signed by the Chairman (or a Co-Chairman, if applicable), the Chief Executive Officer, the President (or a Co-President,
if applicable) or any Vice President and by the Chief Financial Officer, the Chief Operating Officer, if any, the Treasurer, the Secretary
or an Assistant Secretary of the Company, and delivered to the Trustee.


 


Section 2.05.         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, Article One of the Base Indenture shall be amended by adding the
following language in Section 1.01 as clause (h):


 


“(h) any reference to “execute”,
 “executed”, “sign”, “signed”, “signature” or any other like term hereunder shall include
execution by electronic signature (including, without limitation, any .pdf file, .jpeg file, or any other electronic or image file, or
any “electronic signature” as defined under the U.S. Electronic Signatures in Global and National Commerce Act (“E-SIGN”)
or the New York Electronic Signatures and Records Act (“ESRA”), which includes any electronic signature provided using
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), except to the extent the Custodian requests otherwise. Any such electronic signatures shall
be valid, effective and legally binding as if such electronic signatures were handwritten signatures and shall be deemed to have been
duly and validly delivered for all purposes hereunder.”


 



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ARTICLE III

SECURITIES FORMS


 


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, Article Two of the Base Indenture shall be amended by adding the
following new Section 2.04 thereto, as set forth below:


 


“Section 2.04.        Certificated
Notes. Notwithstanding anything to the contrary in the Indenture, Notes in physical, certificated form will be issued and delivered to
each person that the Depositary identifies as a beneficial owner of the related Notes only if:


 


(a)           the
Depositary notifies the Company at any time that it is unwilling or unable to continue as depositary for the Notes in global form and
a successor depositary is not appointed within 90 days;


 


(b)           the
Depositary ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 days;
or


 


(c)           an
Event of Default with respect to the Notes has occurred and is continuing and such beneficial owner requests that its Notes be issued
in physical, certificated form.”


 


ARTICLE IV

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
(iv) thereof with the following:


 


		“(iv)	the Company’s failure for 60 consecutive 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;”



 



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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 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 4.04.          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 5.02 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 4.05.          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 5.12 of the Base Indenture shall be amended by replacing
clause (iii) thereof with the following:


 


“the Trustee need not take any
action that it determines in good faith may involve it in personal liability or be unjustly prejudicial to the Holders of Notes not consenting.”


 


ARTICLE V

COVENANTS


 


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, Article Ten of the Base Indenture shall be amended by adding the
following new Sections 10.08, and 10.09 thereto, each as set forth below:


 


“Section 10.08 Section 18(a)(1)(A) of
the Investment Company Act.


 


The Company hereby agrees that for the period of
time during which Notes are Outstanding, the Company will not violate, whether or not it is subject to, Section 18(a)(1)(A) as
modified by Section 61(a)of the Investment Company Act or any successor provisions thereto of the Investment Company Act, as such
obligation may be amended or superseded but giving effect to any exemptive relief granted to the Company by the Commission.”


 



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“Section 10.09 Commission Reports
and Reports to Holders.


 


If, at any time, the Company is not subject to
the reporting requirements of Sections 13 or 15(d) of the Exchange Act to file any periodic reports with the Commission, the Company
agrees to furnish to the Holders of Notes and the Trustee for the period of time during which the Notes are Outstanding: (i) within
90 days after the end of the each fiscal year of the Company, audited annual consolidated financial statements of the Company and (ii) within
45 days after the end of each fiscal quarter of the Company (other than the Company’s fourth fiscal quarter), unaudited interim
consolidated financial statements of the Company. All such financial statements shall be prepared, in all material respects, in accordance
with GAAP, as applicable.”


 


ARTICLE VI

SUCCESSOR COMPANIES


 


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 Eight of the Base Indenture shall be amended by replacing Section 8.01 with the following:


 


“Section 8.01 Merger, Consolidation
or Sale of Assets.


 


The Company shall not merge or consolidate with
or into any other Person (other than a merger of a wholly owned Subsidiary of the Company into the Company) or sell, transfer, lease,
convey or otherwise dispose of all or substantially all of its property (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,
transfer, lease, conveyance or disposition) in one transaction or series of related transactions unless:


 


(a)           the
Company shall be the surviving Person (the “Surviving Person”) or the Surviving Person (if other than the Company) formed
by such merger or consolidation or to which such sale, transfer, lease, conveyance or disposition is made shall be a corporation or limited
liability company organized and existing under the laws of the United States of America or any state or territory thereof;


 


(b)           the
Surviving Person (if other than the Company) expressly assumes, by supplemental indenture in form reasonably satisfactory to the Trustee,
executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any,
and interest on, all the Notes Outstanding, and the due and punctual performance and observance of all the covenants and conditions of
this Indenture to be performed by the Company;


 


(c)            immediately
before and immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default shall
have occurred and be continuing; and


 


(d)           the
Company shall deliver, or cause to be delivered, to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating
that such transaction and the supplemental indenture, if any, in respect thereto comply with this Section 8.01 and that all conditions
precedent in this Indenture relating to such transaction have been complied with.


 


For the purposes of this Section 8.01, the
sale, transfer, lease, conveyance or other disposition of all the property of one or more Subsidiaries of the Company, which property,
if held by the Company instead of such Subsidiaries, would constitute all or substantially all the property of the Company on a consolidated
basis, shall be deemed to be the transfer of all or substantially all the property of the Company.”


 



    10


     


    

 


ARTICLE VII

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 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 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 Officers’ 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.


 



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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 VIII

MISCELLANEOUS


 


Section 8.01.        This
Fourteenth 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 Fourteenth 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 8.02.         In
case any provision in this Fourteenth 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 8.03.         This
Fourteenth 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 Fourteenth Supplemental Indenture. The exchange of copies of this Fourteenth Supplemental
Indenture and of signature pages by facsimile, .pdf transmission, email or other electronic means shall constitute effective execution
and delivery of this Fourteenth 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 Fourteenth 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 E-SIGN or 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 8.04.        The
Base Indenture, as supplemented and amended by this Fourteenth Supplemental Indenture, is in all respects ratified and confirmed, and
the Base Indenture and this Fourteenth Supplemental Indenture shall be read, taken and construed as one and the same instrument with respect
to the Notes. All provisions included in this Fourteenth 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 Fourteenth Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Indenture, as supplemented
by this Fourteenth Supplemental Indenture.


 






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Section 8.05.        The
provisions of this Fourteenth Supplemental Indenture shall become effective as of the date hereof.


 


Section 8.06.         Notwithstanding
anything else to the contrary herein, the terms and provisions of this Fourteenth Supplemental Indenture shall apply only to the Notes
and shall not apply to any other series of Securities under the Indenture and this Fourteenth 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 8.07.        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 Fourteenth Supplemental Indenture,
the Notes or any Additional Notes, except that the Trustee represents that it is duly authorized to execute and deliver this Fourteenth
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.


 




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IN WITNESS WHEREOF, the parties hereto have caused
this Fourteenth Supplemental Indenture to be duly executed as of the date first above written.


 


	 	ARES CAPITAL CORPORATION
	 	 
	 	 
	 	By: 	/s/ Penni F. Roll
	 	Name: 	Penni F. Roll
	 	Title: 	Chief Financial Officer
	 	 
	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 	 
	 	 
	 	By:  	/s/ Karen R. Beard
	 	Name: 	Karen R. Beard
	 	Title: 	Vice President



 


[Signature Page to Fourteenth 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 BB8
	 	 
	 	ISIN No. US04010LBB80



 


2.875% Notes due 2028


 


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 June 15, 2028, and to pay interest thereon from June 10, 2021, or from the most
recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on June 15 and December 15
in each year, commencing December 15, 2021, at the rate of 2.875% 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 June 1 and December 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 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 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.


 




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IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed.


 


	Dated: ___________	 
	 	 
	 	 
	 	ARES CAPITAL CORPORATION
	 	 
	 	 
	 	By:	
	 	 	Name:
	 	 	Title:








 




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


 


	Dated: ____________	 
	 	 
	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,
	 	as Trustee
	 	 
	 	 
	 	By:	
	 	 	Authorized Signatory






 




    4 


     


    

 


Ares Capital Corporation


2.875% Notes due 2028


 


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 Fourteenth Supplemental Indenture,
relating to the Securities, dated as of June 10, 2021, by and between the Company and the Trustee (herein called the “Fourteenth
Supplemental Indenture”; and the Fourteenth Supplemental Indenture and the Base Indenture together are herein called the “Indenture”).
In the event of any conflict between the Base Indenture and the Fourteenth Supplemental Indenture, the Fourteenth 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, 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, 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.


 


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, at a Redemption Price equal to the greater of the
following amounts, plus, in each case, accrued and unpaid interest to the Redemption Date:


 


		(a)	100% of the principal amount of the Securities to be redeemed, or



 


		(b)	the sum of the present values of the remaining scheduled payments of principal and interest (exclusive
of accrued and unpaid interest to the Redemption Date) on the Securities to be redeemed, discounted to the Redemption Date on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 25 basis points; provided,
however, that if the Company redeems any Securities on or after April 15, 2028, the Redemption Price for the Securities will
be equal to 100% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest, if any, to, but excluding
the Redemption Date.



 


For purposes of calculating the Redemption Price
in connection with the redemption of the Securities, on any Redemption Date, the following terms have the meanings set forth below:


 


“Treasury Rate” means, with respect
to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield-to-maturity of the Comparable Treasury Issue (computed
as of the third Business Day immediately preceding the redemption), assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The Redemption Price and the Treasury
Rate will be determined by the Company.


 






    5 


     


    

 


“Comparable Treasury Issue” means the
United States Treasury security selected by the Reference Treasury Dealer as having a maturity comparable to the remaining term of the
Securities to be redeemed that would be utilized, at the time of selection and in accordance with customary financing practice, in pricing
new issues of corporate debt securities of comparable maturity to the remaining term of the Securities being redeemed.


 


“Comparable Treasury Price” means (1) the
average of the remaining Reference Treasury Dealer Quotations for the Redemption Date, after excluding the highest and lowest Reference
Treasury Dealer Quotations, or (2) if the Quotation Agent obtains fewer than four such Reference Treasury Dealer Quotations, the
average of all such quotations.


 


“Quotation Agent” means a Reference
Treasury Dealer selected by the Company.


 


“Reference Treasury Dealer” means
each of (1) BofA Securities, Inc., (2) J.P. Morgan Securities LLC, (3) a primary U.S. government securities
dealer selected by SMBC Nikko Securities America, Inc. and (4) Wells Fargo Securities, LLC, or their affiliates which are
primary U.S. government securities dealers and their respective successors; provided, however, that if any of the
foregoing or their affiliates shall cease to be a primary U.S. government securities dealer in the United States (a “Primary
Treasury Dealer”), the Company shall select another Primary Treasury Dealer.


 


“Reference Treasury Dealer Quotations”
means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Quotation Agent, of the
bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing
to the Quotation Agent by such Reference Treasury Dealer at 3:30 p.m. New York time on the third Business Day preceding such Redemption
Date.


 


All determinations made by any Reference Treasury
Dealer, including the Quotation Agent, with respect to determining the Redemption Price will be final and binding absent manifest error.


 


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, to the extent applicable.


 


If the Company elects to redeem only a portion
of the Securities, the particular Securities to be redeemed will be selected in accordance with the applicable procedures of the Trustee
and, so long as the Securities are registered to the Depositary or its nominee, the Depositary. 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; provided, however, that no such partial redemption shall reduce the portion
of the principal amount of a Security not redeemed to less than $2,000.


 






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Unless the Company defaults in payment of the Redemption
Price, on and after the Redemption Date, interest will cease to accrue on the Securities called for redemption.


 


Holders will have the right to require the Company
to repurchase their Securities upon the occurrence of a Change of Control Repurchase Event as set forth in the Indenture.


 


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 (other than Events of Default related to certain events of bankruptcy, insolvency or reorganization
as set forth in the Indenture), 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. In the case of certain events of bankruptcy, insolvency or reorganization described in the Indenture,
100% of the principal of and accrued and unpaid interest on the Securities will automatically become due and payable.


 


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.


 






    7 


     


    

 


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 $2,000 and any integral multiples of $1,000 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.


 


To the extent any provision of this Security conflicts
with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.


 


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.


 






    8