Exhibit
10.1


AMENDMENT NO. 6 TO
SALE AND SERVICING AGREEMENT

(Ares Capital CP Funding
LLC)


THIS AMENDMENT NO. 6 TO
THE SALE AND SERVICING AGREEMENT, dated as of November
1, 2006 (this “Amendment”), is entered
into in connection with that certain Sale and Servicing Agreement, dated as of
November 3, 2004 (as amended, modified, waived, supplemented or restated
through the date hereof, the “Sale and Servicing Agreement”), by and
among Ares Capital CP Funding LLC, as the borrower (the “Borrower”),
Ares Capital Corporation, as the originator and as the servicer (in such
capacity, the “Servicer”), each of the Conduit Purchasers and
Institutional Purchasers from time to time party thereto, each of the Purchaser
Agents from time to time party thereto, Wachovia Capital Markets, LLC, as the
administrative agent, U.S. Bank National Association, as the trustee, and Lyon
Financial Services, Inc. (d/b/a U.S. Bank Portfolio Services), as the backup
servicer.  Capitalized terms used and not
otherwise defined herein shall have the meanings given to such terms in the
Sale and Servicing Agreement.


R
E  C  I  T  A  L  S


WHEREAS, the above-named
parties have entered into the Sale and Servicing Agreement, and, pursuant to
and, in accordance with Section 13.1 thereof, the parties hereto desire to
amend the Sale and Servicing Agreement in certain respects as provided herein;


NOW, THEREFORE, based upon
the above Recitals, the mutual premises and agreements contained herein, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the undersigned, intending to be legally bound, hereby
agree as follows:


SECTION 1.                 AMENDMENTS.


(a)           The definition of “Facility
Termination Date” set forth in Section 1.1 of the Sale and Servicing Agreement
is hereby amended by replacing the date “November 2, 2007” with the date “October
30, 2009”.


(b)           The definition of “Termination Date”
set forth in Section 1.1 of the Sale and Servicing Agreement is hereby amended
by replacing the date “November 1, 2006” in clause (c) thereof with the date “October
31, 2007”.


SECTION 2.                 AGREEMENT IN FULL FORCE AND EFFECT AS AMENDED.


Except as specifically
amended hereby, all provisions of the Sale and Servicing Agreement are hereby
ratified and shall remain in full force and effect.  This Amendment shall not be deemed to
expressly or impliedly waive, amend or supplement any provision of the Sale and
Servicing Agreement other than as expressly set forth herein, and shall not
constitute a novation of the Sale and Servicing Agreement.


SECTION 3.                 REPRESENTATIONS AND WARRANTIES.











 


Each of the Borrower and
Servicer represent and warrant as of the date of this Amendment as follows:


(i)    it is duly
incorporated or organized, validly existing and in good standing under the laws
of its jurisdiction of incorporation or organization;


(ii)           the execution, delivery and performance
by it of this Amendment are within its powers, have been duly authorized, and
do not contravene (A) its charter, by-laws, or other organizational documents,
or (B) any Applicable Law;


(iii)          no consent, license, permit, approval or
authorization of, or registration, filing or declaration with any governmental
authority, is required in connection with the execution, delivery, performance,
validity or enforceability of this Amendment by or against it;


(iv)          this Amendment has been duly executed and
delivered by it;


(v)           this Amendment constitutes its legal,
valid and binding obligation, enforceable against it in accordance with its
terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors’ rights generally or by general principles of equity;


(vi)          it is not in default under the Sale and
Servicing Agreement; and


(vii)         there is no Termination Event, Unmatured
Termination Event, or Servicer Default.


SECTION 4.                 CONDITIONS TO EFFECTIVENESS.


The effectiveness of this
Amendment is conditioned upon (i) delivery of executed signature pages by all
parties hereto to the Administrative Agent and (ii) payment to the
Administrative Agent of the Liquidity Renewal Fee in connection with this
Amendment as required by the Second Amended and Restated VFCC Fee Letter, dated
as of November 14, 2005 (as amended, modified, waived, supplemented or restated
through the date hereof), by and among the Administrative Agent, the VFCC
Agent, the Borrower, the Originator and the Servicer.


SECTION 5.                 MISCELLANEOUS.


(a)           This Amendment may be executed in any
number of counterparts (including by facsimile), and by the different parties
hereto on the same or separate counterparts, each of which shall be deemed to
be an original instrument but all of which together shall constitute one and
the same agreement.


(b)           The descriptive headings of the
various sections of this Amendment are inserted for convenience of reference
only and shall not be deemed to affect the meaning or construction of any of
the provisions hereof.


 



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(c)           This Amendment may not be amended or
otherwise modified except as provided in the Sale and Servicing Agreement.


(d)           The failure or unenforceability of
any provision hereof shall not affect the other provisions of this Amendment or
the Sale and Servicing Agreement.


(e)           Whenever the context and construction
so require, all words used in the singular number herein shall be deemed to
have been used in the plural, and vice versa, and the masculine gender shall
include the feminine and neuter and the neuter shall include the masculine and
feminine.


(f)            This Amendment represents the final
agreement between the parties only with respect to the subject matter expressly
covered hereby and may not be contradicted by evidence of prior,
contemporaneous or subsequent oral agreements between the parties.  There are no unwritten oral agreements
between the parties.


(g)           THIS
AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT
SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS.


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IN WITNESS WHEREOF, the
undersigned have caused this Amendment to be executed by their respective
officers thereunto duly authorized, as of the date first above written.


	
  VFCC:

  	
  VARIABLE FUNDING CAPITAL COMPANY LLC

  
	
   

  	
  (f/k/a Variable Funding Capital Corporation)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Wachovia Capital
  Markets, LLC,

  as attorney-in-fact

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Douglas R. Wilson,
  Sr.

  
	
   

  	
   

  	
  Name Douglas R. Wilson,
  Sr.

  
	
   

  	
   

  	
  Title:  Vice President

  
	
   

  	
   

  
	
  THE ADMINISTRATIVE AGENT

  AND THE VFCC AGENT:

  	
  WACHOVIA CAPITAL MARKETS, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul Burkhart

  
	
   

  	
   

  	
  Name: Paul Burkhart

  
	
   

  	
   

  	
  Title:   Director

  
	
   

  	
   

  	
   

  
				



 


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  THE BORROWER:

  	
  ARES CAPITAL CP FUNDING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel F. Nguyen                                                                 

  
	
   

  	
   

  	
  Name: Daniel F. Nguyen

  
	
   

  	
   

  	
  Title:   Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  THE ORIGINATOR

  AND SERVICER:

  	
  ARES CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael Arougheti

  
	
   

  	
   

  	
  Name: Michael Arougheti

  
	
   

  	
   

  	
  Title:   President

  
	
   

  	
   

  
	
   

  	
   

  
				



 


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  THE TRUSTEE

  	
  U.S. BANK NATIONAL ASSOCIATION,

  not in its individual capacity but solely as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dawn M. Zanotti

  
	
   

  	
   

  	
  Name: Dawn M. Zanotti

  
	
   

  	
   

  	
  Title:   Vice President

  
				



 


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  THE BACKUP SERVICER:

  	
  LYON FINANCIAL SERVICES, INC.

  (d/b/a U.S. Bank Portfolio Services), not in its

  individual capacity but solely as Backup Servicer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph Andries

  
	
   

  	
   

  	
  Name: Joseph Andries

  
	
   

  	
   

  	
  Title:  Senior Vice President

  
	
   

  	
   

  	
   

  
				



 


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Acknowledged
and Agreed as of the date first written above.


	
  WACHOVIA BANK, NATIONAL ASSOCIATION,

  as a Hedge Counterparty

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Kim V. Farr

  	
   

  
	
   

  	
  Name: Kim V. Farr

  	
   

  
	
   

  	
  Title:   Director

  	
   

  



 



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