EXHIBIT D
Form of Disbursement Request
EXHIBIT E
Form of Joinder Supplement
EXHIBIT F
Form of Notice of Borrowing
EXHIBIT G
Form of Notice of Reduction (Reduction of Advances Outstanding)
EXHIBIT H
Form of Notice of Reduction (Reduction of Maximum Facility Amount)
EXHIBIT I
Form of Variable Funding Note
EXHIBIT J
Form of Notice and Request for Consent
EXHIBIT K
Form of Certificate of Closing Attorneys
EXHIBIT L
Form of Servicing Report
EXHIBIT M
Form of Servicer's Certificate (Servicing Report)
EXHIBIT N
Form of Release of Required Loan Documents
EXHIBIT O
Form of Transferee Letter
EXHIBIT P
Form of Power of Attorney for Servicer
EXHIBIT Q
Form of Power of Attorney for Borrower
EXHIBIT R
Form of Servicer's Certificate (Loan Asset Register)
EXHIBIT S
Form of No Conflicts Opinion
i
This NOTE PURCHASE AGREEMENT is made as of July 21, 2009, among:
(1)
ARES CAPITAL CP FUNDING II LLC, a Delaware
limited liability company (together with its successors and assigns in such
capacity, the "Borrower");
(2)
ARES CAPITAL CP FUNDING LLC, a Delaware
limited liability company (together with its successors and assigns in such
capacity, the "Guarantor");
(3)
ARES CAPITAL CORPORATION, a Maryland
corporation, as the Servicer (as defined herein) and the Transferor (as defined
herein);
(4)
WACHOVIA BANK, NATIONAL ASSOCIATION, as the
Note Purchaser (as defined herein);
(5)
WACHOVIA BANK, NATIONAL ASSOCIATION, as
agent for the Note Purchaser ("Agent");
(6)
U.S. BANK NATIONAL ASSOCIATION ("U.S.
Bank"), as the Trustee (together with its successors and assigns in such
capacity, the "Trustee") and the Bank (as defined herein); and
(7)
WELLS FARGO BANK, NATIONAL ASSOCIATION
("Wells Fargo"), as the Collateral Custodian (together with its successors and
assigns in such capacity, the "Collateral Custodian").
PRELIMINARY STATEMENT
The Note Purchaser has agreed, on the terms and conditions set forth herein, to
provide a secured revolving credit facility which shall provide for Advances
under the Variable Funding Note from time to time in an aggregate principal
amount not to exceed the Borrowing Base. The proceeds of the Advances will be
used to finance the Borrower's purchase, on a "true sale" basis, of Eligible
Loan Assets from the Equityholder and the Equityholder's purchase, on a "true
sale" basis, of Eligible Loan Assets from the Transferor, approved by the Agent,
pursuant to the Second Tier Purchase and Sale Agreement between the Borrower and
the Equityholder and the First Tier Purchase and Sale Agreement between the
Equityholder and the Transferor, respectively. Accordingly, the parties agree as
follows:
ARTICLE I.
DEFINITIONS
SECTION 1.01
Certain Defined Terms.
(a)
Certain capitalized terms used throughout
this Agreement are defined above or in this Section 1.01.
(b)
As used in this Agreement and the exhibits
and schedules thereto (each of which is hereby incorporated herein and made a
part hereof), the following terms shall have the
following meanings (such meanings to be equally applicable to both the singular
and plural forms of the terms defined):
"1940 Act" means the Investment Company Act of 1940, as amended, and the
rules and