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