Note Details. This Note is one of a duly authorized issue of Notes issued under the Indenture (as defined below) having the applicable class designation and other details specifically indicated below (the "Note Details"). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Indenture. Reference is hereby made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Notes, the Collateral Trustee and the Holders and the terms upon which the Notes are, and are to be, authenticated and delivered. Issuer: Ares Direct Lending CLO 4 LLC Collateral Trustee: U.S. Bank Trust Company, National Association Indenture: Indenture and Security Agreement, dated as of November 19, 2024, between the Issuer and the Collateral Trustee, as amended, modified or supplemented from time to time Registered Holder (check applicable): ¨ CEDE & CO. ¨ ________________ (insert name) Stated Maturity: Payment Date in October 2036 Payment Dates: The 24th day of January, April, July and October of each year, commencing in April 2025 (or, if such day is not a Business Day, then the immediately following Business Day), any Redemption Date (other than a Partial Redemption Date) and any Liquidation Payment Date (each, a "Payment Date"); provided that, following the redemption or repayment in full of the Rated Debt, Holders of Subordinated Notes may receive payments (including in respect of an Optional Redemption of the Subordinated Notes) on any dates designated by the Asset Manager (which dates may or may not be the dates stated above) upon seven Business Days' prior written notice to the Collateral Trustee (which notice the Collateral Trustee will promptly forward to the Holders of the Subordinated Notes), the Loan Agent and the Collateral Administrator and such dates will constitute "Payment Dates." The last Payment Date in respect of any Class of Debt will be its Redemption Date, its Stated Maturity or such other Payment Date on which the Aggregate Outstanding Amount of such Class is paid in full or the final distribution in respect thereof is made. Class designation and Note Interest Rate (check applicable): ¨ Class A Notes Benchmark Rate + 1.54% Principal amount (check applicable "up to" principal amount): ¨ Class A Notes $0 Authorized Denominations: $250,000 and integral multiples of $1.00 in excess thereof
Appears in 1 contract
Samples: Indenture and Security Agreement (Ares Capital Corp)
Note Details. This Note is one of a duly authorized issue of Notes issued under the Indenture (as defined below) having the applicable class designation and other details specifically indicated below (the "Note Details"). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Indenture. Reference is hereby made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Notes, the Collateral Trustee and the Holders and the terms upon which the Notes are, and are to be, authenticated and delivered. Issuer: Ares Direct Lending CLO 4 LLC Collateral Trustee: U.S. Bank Trust Company, National Association Indenture: Indenture and Security Agreement, dated as of November 19, 2024, between the Issuer and the Collateral Trustee, as amended, modified or supplemented from time to time Registered Holder (check applicable): ¨ CEDE & CO. ¨ ________________ (insert name) Stated Maturity: Payment Date in October 2036 Payment Dates: The 24th day of January, April, July and October of each year, commencing in April 2025 (or, if such day is not a Business Day, then the immediately following Business Day), any Redemption Date (other than a Partial Redemption Date) and any Liquidation Payment Date (each, a "Payment Date"); provided that, following the redemption or repayment in full of the Rated Debt, Holders of Subordinated Notes may receive payments (including in respect of an Optional Redemption of the Subordinated Notes) on any dates designated by the Asset Manager (which dates may or may not be the dates stated above) upon seven Business Days' prior written notice to the Collateral Trustee (which notice the Collateral Trustee will promptly forward to the Holders of the Subordinated Notes), the Loan Agent and the Collateral Administrator and such dates will constitute "Payment Dates." The last Payment Date in respect of any Class of Debt will be its Redemption Date, its Stated Maturity or such other Payment Date on which the Aggregate Outstanding Amount of such Class is paid in full or the final distribution in respect thereof is made. Class designation and Note Interest Rate (check applicable): ¨ Class A B Notes Benchmark Rate + 1.541.83% Principal amount (check applicable "up to" principal amount): ¨ Class A B Notes $0 Authorized Denominations: $250,000 and integral multiples of $1.00 in excess thereof
Appears in 1 contract
Samples: Indenture and Security Agreement (Ares Capital Corp)
Note Details. This Note is one of a duly authorized issue of Notes issued under the Indenture (as defined below) having the applicable class designation and other details specifically indicated below (the "Note Details"). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Indenture. Reference is hereby made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Notes, the Collateral Trustee and the Holders and the terms upon which the Notes are, and are to be, authenticated and delivered. Issuer: Ares Direct Lending CLO 4 1 LLC Collateral Trustee: U.S. Bank Trust Company, National Association Indenture: Indenture and Security AgreementIndenture, dated as of November 19May 24, 2024, between the Issuer and the Collateral Trustee, as amended, modified or supplemented from time to time Registered Holder (check applicable): ¨ CEDE & CO. ¨ ________________ (insert name) Stated Maturity: The Payment Date in October April 2036 Payment Dates: The 24th 25th day of January, April, July and October of each year, commencing in April 2025 (orOctober 2024, or if any such day date is not a Business Day, then the immediately following Business Day), any Redemption Date (other than a Partial Redemption Date) and any Liquidation Payment Date (each, a "Payment Date"); provided that, following the redemption or repayment in full of the Rated DebtNotes, Holders of Subordinated Notes may receive payments (including in respect of an Optional Redemption of the Subordinated Notes) on any dates designated by the Asset Manager (which dates may or may not be the dates stated above) upon seven Business Days' prior written notice to the Collateral Trustee (which notice the Collateral Trustee will promptly forward to the Holders of the Subordinated Notes), the Loan Agent ) and the Collateral Administrator and such dates will constitute "Payment Dates." The last Payment Date in respect of any Class of Debt Notes will be its Redemption Date, its Stated Maturity or such other Payment Date on which the Aggregate Outstanding Amount of such Class is paid in full or the final distribution in respect thereof is made. Class designation and Note Interest Rate (check applicable): ¨ Class A Notes Benchmark Rate + 1.54% Principal amount (check applicable "up to" amount, if Global Note): $225,600,000 Principal amount (if Definitive Note): As set forth on the first page above Global Note with "up to" principal amount): : ¨ Class A Notes $0 Yes ¨ No Authorized Denominations: $250,000 and integral multiples of $1.00 in excess thereof Note identifying numbers: As indicated in the applicable table below for the type of Subordinated Note indicated on the first page above Note identifying numbers: As indicated in the applicable table below for the type of Note and applicable Class indicated on the first page above. Subordinated Notes 04020R AE8 US04020RAE80 Subordinated Notes U2217R AC6 USU2217RAC61 Subordinated Notes 04020R AF5 US04020RAF55 The Issuer, for value received, hereby promises to pay to the registered Holder of this Note or its registered assigns or nominees, upon presentation and surrender of this Note (except as otherwise permitted by the Indenture), the principal sum identified as the principal amount of this Note set forth in the Note Details (or, if this Note is identified as a Global Note in the Note Details, such lesser principal amount shown on the books and records of the Trustee) on the Stated Maturity set forth in the Note Details, except as provided below and in the Indenture. The Issuer promises to pay, in accordance with the Priority of Payments, Interest Proceeds and Principal Proceeds on each Payment Date, in an amount equal to the Holder's pro rata share of such proceeds, if any, subject to the Priority of Payments set forth in the Indenture. This Note will mature on the Stated Maturity, unless such principal has been previously repaid or unless the unpaid principal of this Note becomes due and payable at an earlier date by redemption or otherwise and the final payments of principal, if any, will occur on that date. The payment of principal on this Note (x) may only occur after the Rated Notes are no longer Outstanding and (y) is subordinated to the payment on each Payment Date of the principal and interest due and payable on the Rated Notes and other amounts in accordance with the Priority of Payments; and any payment of principal of this Note that is not paid, in accordance with the Priority of Payments, on any Payment Date shall not be considered "due and payable" for purposes of the Indenture. Payments on this Note will be made in immediately available funds to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the relevant Record Date. Payments to the registered Holder will be made ratably among the Holders in the proportion that the Aggregate Outstanding Amount of this Note on such Record Date bears to the Aggregate Outstanding Amount of all Notes of the Class of Notes of which this Note forms a part on such Record Date. If this is a Global Note as identified in the Note Details, increases and decreases in the principal amount of this Global Note as a result of exchanges and transfers of interests in this Global Note and principal payments shall be recorded in the records of the Trustee and DTC or its nominee. So long as DTC or its nominee is the registered owner of this Global Note, DTC or such nominee, as the case may be, will be considered the sole owner or Holder of the Notes (represented hereby and beneficially owned by other persons) for all purposes under the Indenture. All reductions in the principal amount of this Note (or one or more predecessor Notes) effected by distributions made on any Payment Date or other date of redemption or other repayment shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer of this Note or in exchange therefor or in lieu thereof, whether or not such payment is noted on this Note. Subject to Article II of the Indenture, upon registration of transfer of this Note or in exchange for or in lieu of any other Note of the same Class, this Note will carry the rights to unpaid interest and principal (or other applicable amount) that were carried by such predecessor Note. The terms of Section 2.7(h) and Section 5.4(d) of the Indenture shall apply to this Note mutatis mutandis as if fully set forth herein. This Note shall be issued in the Authorized Denominations set forth in the Note Details. This Note is subject to redemption in the manner and subject to the satisfaction of certain conditions set forth in the Indenture. The Redemption Price for this Note is set forth in the Indenture. If an Event of Default occurs and is continuing, the Rated Notes may become or be declared due and payable in the manner and with the effect provided in the Indenture. A declaration of acceleration of the maturity of the Rated Notes may be rescinded or annulled at any time before a judgment or decree for payment of the money due has been obtained, provided that certain conditions set forth in the Indenture are satisfied. The Indenture permits, subject to certain conditions, the amendment thereof and the modification of the provisions of the Indenture and the rights of the Holders under the Indenture. Upon the execution of any supplemental indenture, the Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of the Indenture for all purposes, and every Holder of a Note theretofore and thereafter authenticated and delivered thereunder shall be bound thereby. The Holder of this Note agrees that it will not, prior to the date which is one year (or, if longer, the applicable preference period) plus one day after the payment in full of all Notes, institute against, or join any other Person in instituting against, the Issuer any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings, or other proceedings under U.S. federal or state bankruptcy or similar laws of any jurisdiction. Title to this Note will pass by registration in the Note Register kept by the Notes Registrar. No service charge will be made to the Holder for any registration of transfer or exchange of this Note, but the Notes Registrar, the Transfer Agent or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose, unless the Certificate of Authentication herein has been executed by either the Trustee or the Authenticating Agent by the manual signature of one of their Authorized Officers, and such certificate shall be conclusive evidence, and the only evidence, that this Note has been duly authenticated and delivered under the Indenture. In the event of any conflict between this Note and the Indenture, the Indenture shall prevail. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAW OF THE STATE OF NEW YORK.
Appears in 1 contract
Samples: Indenture (Ares Capital Corp)
Note Details. This Note is one of a duly authorized issue of Notes issued under the Indenture (as defined below) having the applicable class designation and other details specifically indicated below (the "Note Details"). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Indenture. Reference is hereby made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Notes, the Collateral Trustee and the Holders and the terms upon which the Notes are, and are to be, authenticated and delivered. Issuer: Ares Direct Lending CLO 4 LLC Collateral Trustee: U.S. Bank Trust Company, National Association Indenture: Indenture and Security Agreement, dated as of November 19, 2024, between the Issuer and the Collateral Trustee, as amended, modified or supplemented from time to time Registered Holder (check applicable): ¨ CEDE & CO. ¨ ________________ (insert name) Stated Maturity: The Payment Date in October 2036 Payment Dates: The 24th day of January, April, July and October of each year, commencing in April 2025 (or, if such day is not a Business Day, then the immediately following Business Day), any Redemption Date (other than a Partial Redemption Date) and any Liquidation Payment Date (each, a "Payment Date"); provided that, following the redemption or repayment in full of the Rated Debt, Holders of Subordinated Notes may receive payments (including in respect of an Optional Redemption of the Subordinated Notes) on any dates designated by the Asset Manager (which dates may or may not be the dates stated above) upon seven Business Days' prior written notice to the Collateral Trustee (which notice the Collateral Trustee will promptly forward to the Holders of the Subordinated Notes), the Loan Agent and the Collateral Administrator and such dates will constitute "Payment Dates." The last Payment Date in respect of any Class of Debt will be its Redemption Date, its Stated Maturity or such other Payment Date on which the Aggregate Outstanding Amount of such Class is paid in full or the final distribution in respect thereof is made. Class designation and Note Interest Rate (check applicable): ¨ Class A Notes Benchmark Rate + 1.54% Principal amount (check applicable "up to" amount, if Global Note): $260,100,000 Principal amount (if Definitive Note): As set forth on the first page above Global Note with "up to" principal amount): : ¨ Class A Notes $0 Yes ¨ No Authorized Denominations: $250,000 and integral multiples of $1.00 in excess thereof Note identifying numbers: As indicated in the applicable table below for the type of Subordinated Note indicated on the first page above Note identifying numbers: As indicated in the applicable table below for the type of Note and applicable Class indicated on the first page above. Subordinated Notes 000000XX0 US039946AC27 Subordinated Notes U00000XX0 USU21907AC17 Subordinated Notes 000000XX0 US039946AD00 The Issuer, for value received, hereby promises to pay to the registered Holder of this Note or its registered assigns or nominees, upon presentation and surrender of this Note (except as otherwise permitted by the Indenture), the principal sum identified as the principal amount of this Note set forth in the Note Details (or, if this Note is identified as a Global Note in the Note Details, such lesser principal amount shown on the books and records of the Collateral Trustee) on the Stated Maturity set forth in the Note Details, except as provided below and in the Indenture. The Issuer promises to pay, in accordance with the Priority of Payments, Interest Proceeds and Principal Proceeds on each Payment Date, in an amount equal to the Holder's pro rata share of such proceeds, if any, subject to the Priority of Payments set forth in the Indenture. This Note will mature on the Stated Maturity, unless such principal has been previously repaid or unless the unpaid principal of this Note becomes due and payable at an earlier date by redemption or otherwise and the final payments of principal, if any, will occur on that date. The payment of principal on this Note (x) may only occur after the Rated Notes are no longer Outstanding and (y) is subordinated to the payment on each Payment Date of the principal and interest due and payable on the Rated Notes and other amounts in accordance with the Priority of Payments; and any payment of principal of this Note that is not paid, in accordance with the Priority of Payments, on any Payment Date shall not be considered "due and payable" for purposes of the Indenture. Payments on this Note will be made in immediately available funds to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the relevant Record Date. Payments to the registered Holder will be made ratably among the Holders in the proportion that the Aggregate Outstanding Amount of this Note on such Record Date bears to the Aggregate Outstanding Amount of all Notes of the Class of Notes of which this Note forms a part on such Record Date. If this is a Global Note as identified in the Note Details, increases and decreases in the principal amount of this Global Note as a result of exchanges and transfers of interests in this Global Note and principal payments shall be recorded in the records of the Collateral Trustee and DTC or its nominee. So long as DTC or its nominee is the registered owner of this Global Note, DTC or such nominee, as the case may be, will be considered the sole owner or Holder of the Notes (represented hereby and beneficially owned by other persons) for all purposes under the Indenture. All reductions in the principal amount of this Note (or one or more predecessor Notes) effected by distributions made on any Payment Date or other date of redemption or other repayment shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer of this Note or in exchange therefor or in lieu thereof, whether or not such payment is noted on this Note. Subject to Article II of the Indenture, upon registration of transfer of this Note or in exchange for or in lieu of any other Note of the same Class, this Note will carry the rights to unpaid interest and principal (or other applicable amount) that were carried by such predecessor Note. The terms of Section 2.7(h) and Section 5.4(d) of the Indenture shall apply to this Note mutatis mutandis as if fully set forth herein. This Note shall be issued in the Authorized Denominations set forth in the Note Details. This Note is subject to redemption in the manner and subject to the satisfaction of certain conditions set forth in the Indenture. The Redemption Price for this Note is set forth in the Indenture. If an Event of Default occurs and is continuing, the Rated Notes may become or be declared due and payable in the manner and with the effect provided in the Indenture. A declaration of acceleration of the maturity of the Rated Notes may be rescinded or annulled at any time before a judgment or decree for payment of the money due has been obtained, provided that certain conditions set forth in the Indenture are satisfied. The Indenture permits, subject to certain conditions, the amendment thereof and the modification of the provisions of the Indenture and the rights of the Holders under the Indenture. Upon the execution of any supplemental indenture, the Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of the Indenture for all purposes, and every Holder of a Note theretofore and thereafter authenticated and delivered thereunder shall be bound thereby. The Holder of this Note agrees that it will not, prior to the date which is one year (or, if longer, the applicable preference period) plus one day after the payment in full of all Notes, institute against, or join any other Person in instituting against, the Issuer any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings, or other proceedings under U.S. federal or state bankruptcy or similar laws of any jurisdiction. Title to this Note will pass by registration in the Note Register kept by the Notes Registrar. No service charge will be made to the Holder for any registration of transfer or exchange of this Note, but the Notes Registrar, the Transfer Agent or the Collateral Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose, unless the Certificate of Authentication herein has been executed by either the Collateral Trustee or the Authenticating Agent by the manual signature of one of their Authorized Officers, and such certificate shall be conclusive evidence, and the only evidence, that this Note has been duly authenticated and delivered under the Indenture. In the event of any conflict between this Note and the Indenture, the Indenture shall prevail. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAW OF THE STATE OF NEW YORK.
Appears in 1 contract
Samples: Indenture and Security Agreement (Ares Capital Corp)
Note Details. This Note is one of a duly authorized issue of Notes issued under the Indenture (as defined below) having the applicable class designation and other details specifically indicated below (the "Note Details"). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Indenture. Reference is hereby made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Notes, the Collateral Trustee and the Holders and the terms upon which the Notes are, and are to be, authenticated and delivered. Issuer: Ares Direct Lending CLO 4 1 LLC Collateral Trustee: U.S. Bank Trust Company, National Association Indenture: Indenture and Security AgreementIndenture, dated as of November 19May 24, 2024, between the Issuer and the Collateral Trustee, as amended, modified or supplemented from time to time Registered Holder (check applicable): ¨ CEDE & CO. ¨ ________________ (insert name) Stated Maturity: Payment Date in October April 2036 Payment Dates: The 24th 25th day of January, April, July and October of each year, commencing in April 2025 (orOctober 2024, or if any such day date is not a Business Day, then the immediately following Business Day), any Redemption Date (other than a Partial Redemption Date) and any Liquidation Payment Date (each, a "Payment Date"); provided that, following the redemption or repayment in full of the Rated DebtNotes, Holders of Subordinated Notes may receive payments (including in respect of an Optional Redemption of the Subordinated Notes) on any dates designated by the Asset Manager (which dates may or may not be the dates stated above) upon seven Business Days' prior written notice to the Collateral Trustee (which notice the Collateral Trustee will promptly forward to the Holders of the Subordinated Notes), the Loan Agent ) and the Collateral Administrator and such dates will constitute "Payment Dates." The last Payment Date in respect of any Class of Debt Notes will be its Redemption Date, its Stated Maturity or such other Payment Date on which the Aggregate Outstanding Amount of such Class is paid in full or the final distribution in respect thereof is made. Class designation and Note Interest Rate (check applicable): ¨ Class A Notes Benchmark Rate + 1.541.80% ¨ Class B Notes Benchmark Rate + 2.20% Principal amount (check applicable "up to" principal amount): ¨ Class A Notes $0 406,000,000 ¨ Class B Notes $70,000,000 Authorized Denominations: $250,000 and integral multiples of $1.00 in excess thereof Re-Pricing Eligible Note: ¨ Yes ¨ No Exhibit A-1 Note identifying numbers: As indicated in the applicable table below for the type of Note and applicable Class indicated on the first page above. Class A Notes 04020R AA6 US04020RAA68 Class B Notes 04020R AC2 US04020RAC25 Class A Notes U2217R AA0 USU2217RAA06 282309033 Class B Notes U2217R AB8 USU2217RAB88 282309530 Exhibit A-1 The Issuer, for value received, hereby promises to pay to the registered Holder of this Note or its registered assigns or nominees, upon presentation and surrender of this Note (except as otherwise permitted by the Indenture), the principal sum identified as the principal amount of this Note set forth in the Note Details (or, if this Note is identified as a Global Note in the Note Details, such lesser principal amount shown on the books and records of the Trustee) on the Stated Maturity set forth in the Note Details, except as provided below and in the Indenture. The Issuer promises to pay, in accordance with the Priority of Payments, interest on the Aggregate Outstanding Amount of this Note on each Payment Date and each other date that interest is required to be paid on this Note upon earlier redemption or payment at a rate per annum equal to the interest rate for this Note in the Note Details set forth above in arrears. Interest shall be calculated on the day-count basis for the relevant Interest Accrual Period for this Note as provided in the Indenture. To the extent lawful and enforceable, interest that is not paid when due and payable shall accrue interest at the applicable interest rate until paid as provided in the Indenture. This Note will mature at par and be due and payable on the Stated Maturity, unless such principal has been previously repaid or unless the unpaid principal of this Note becomes due and payable at an earlier date by acceleration, redemption or otherwise. The payment of principal on this Note may only occur in accordance with the Priority of Payments. Interest will cease to accrue on this Note or, in the case of a partial repayment, on such repaid part, from the date of repayment. Payments on this Note will be made in immediately available funds to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the relevant Record Date. Payments to the registered Holder will be made ratably among the Holders in the proportion that the Aggregate Outstanding Amount of this Note on such Record Date bears to the Aggregate Outstanding Amount of all Notes of the Class of Notes of which this Note forms a part on such Record Date. If this is a Global Note as identified in the Note Details, increases and decreases in the principal amount of this Global Note as a result of exchanges and transfers of interests in this Global Note and principal payments shall be recorded in the records of the Trustee and DTC or its nominee. So long as DTC or its nominee is the registered owner of this Global Note, DTC or such nominee, as the case may be, will be considered the sole owner or Holder of the Notes (represented hereby and beneficially owned by other persons) for all purposes under the Indenture. All reductions in the principal amount of this Note (or one or more predecessor Notes) effected by payments made on any Payment Date or other date of redemption or other repayment shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer of this Note or in exchange therefor or in lieu thereof, whether or not such payment is noted on this Note. Subject to Article II of the Indenture, upon registration of transfer of this Note or in exchange for or in lieu of any other Note of the same Class, this Note will carry the rights to unpaid interest and principal (or other applicable amount) that were carried by such predecessor Note. The terms of Section 2.7(h) and Section 5.4(d) of the Indenture shall apply to this Note mutatis mutandis as if fully set forth herein. This Note shall be issued in the Authorized Denominations set forth in the Note Details. This Note is subject to redemption in the manner and subject to the satisfaction of certain conditions set forth in the Indenture. The Redemption Price for this Note is set forth in the Indenture. If an Event of Default occurs and is continuing, this Note may become or be declared due and payable in the manner and with the effect provided in the Indenture. A declaration of acceleration of the maturity of this Note may be rescinded or annulled at any time before a judgment or decree for payment of the money due has been obtained, provided that certain conditions set forth in the Indenture are satisfied. The Indenture permits, subject to certain conditions, the amendment thereof and the modification of the provisions of the Indenture and the rights of the Holders under the Indenture. Upon the execution of any supplemental indenture, the Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of the Indenture for all purposes, and every Holder of a Note theretofore and thereafter authenticated and delivered thereunder shall be bound thereby. The Holder of this Note agrees that it will not, prior to the date which is one year (or, if longer, the applicable preference period) plus one day after the payment in full of all Notes, institute against, or join any other Person in instituting against, the Issuer any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings, or other proceedings under U.S. federal or state bankruptcy or similar laws of any jurisdiction. Title to this Note will pass by registration in the Note Register kept by the Notes Registrar. No service charge will be made to the Holder for any registration of transfer or exchange of this Note, but the Notes Registrar, the Transfer Agent or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose, unless the Certificate of Authentication herein has been executed by either the Trustee or the Authenticating Agent by the manual signature of one of their Authorized Officers, and such certificate shall be conclusive evidence, and the only evidence, that this Note has been duly authenticated and delivered under the Indenture. In the event of any conflict between this Note and the Indenture, the Indenture shall prevail. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAW OF THE STATE OF NEW YORK. Exhibit A-1
Appears in 1 contract
Samples: Indenture (Ares Capital Corp)
Note Details. This Note note is one of a duly authorized issue of Notes notes issued under the Indenture (as defined below) having the applicable class designation and other details specifically indicated below (the "“Note Details"”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Indenture. Reference is hereby made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Notes, the Collateral Trustee and the Holders and the terms upon which the Notes are, and are to be, authenticated and delivered. In the event of any inconsistency between this Note (including the Note Details) and the terms of the Indenture, the terms of the Indenture shall govern. Issuer: Ares Direct Lending ADS CLO 4 1 LLC Collateral Trustee: U.S. Deutsche Bank National Trust Company, National Association Company Indenture: Indenture and Security AgreementIndenture, dated as of November 19October 9, 2024, between the Issuer and the Collateral Trustee, as amended, modified or supplemented from time to time Registered Holder (check applicable): ¨ ☐ CEDE & CO. ¨ ________________ ☐ (insert name) Stated Maturity: The Payment Date in October 2036 Payment Dates: The 24th 15th day of January, April, July and October of each year, commencing in April 2025 year (or, if such day is not a Business Day, then the immediately following next succeeding Business Day), commencing in April 2025, and any Redemption Date (other than a Partial Redemption Date) and any Liquidation Payment Date (each, or a "Re-Pricing Date that occurs on a Business Day that is not otherwise a Payment Date"); provided that, following except that at any time that there are no Secured Notes Outstanding, Payment Dates shall be on such dates as determined by the redemption or repayment Collateral Manager in full of the Rated Debtits sole discretion Principal/Notional amount (“up to” amount, Holders of if global Note): ☐ Subordinated Notes may receive payments $117,200,000 Principal/Notional amount (including if Certificated Notes): As set forth on the first page above Global note with “up to” principal amount: ☐ Yes ☐ No Minimum Denominations: The Notes shall be issued in respect Minimum Denominations of an Optional Redemption of U.S.$1,300,000 for the Subordinated Notes) , in integral multiples of U.S.$1.00 in excess thereof. Note identifying numbers: As indicated in the applicable table below for the type of Note and applicable Class indicated on any dates designated the first page above. The Issuer, for value received, hereby promises to pay to the Registered Holder of this Note or its registered assigns or nominees, upon presentation and surrender of this Note (except as otherwise permitted by the Asset Manager (which dates may or may not be the dates stated above) upon seven Business Days' prior written notice to the Collateral Trustee (which notice the Collateral Trustee will promptly forward to the Holders of the Subordinated NotesIndenture), the Loan Agent principal sum identified as the principal amount of this Note set forth in the Note Details (or, if this Note is identified as a global note in the Note Details, such lesser principal amount shown on the books and records of the Trustee) on the Stated Maturity set forth in the Note Details, except as provided below and in the Indenture. The Issuer promises to pay, in accordance with the Priority of Payments, Interest Proceeds and Principal Proceeds on each Payment Date, in an amount equal to the Holder’s pro rata share of such proceeds, if any, subject to the Priority of Payments set forth in the Indenture. This Note will mature on the Stated Maturity, unless such principal has been previously repaid or unless the unpaid principal of this Note becomes due and payable at an earlier date by redemption or otherwise and the Collateral Administrator final payments of principal, if any, will occur on that date. The payment of principal on this Note (x) may only occur after the Secured Notes are no longer Outstanding and such dates will constitute "Payment Dates." The last (y) is subordinated to the payment on each Payment Date of the principal and interest due and payable on the Secured Notes and other amounts in respect accordance with the Priority of Payments; and any payment of principal of this Note that is not paid, in accordance with the Priority of Payments, on any Payment Date, shall not be considered “due and payable” for purposes of the Indenture. All reductions in the principal amount of this Note (or one or more predecessor Notes) effected by distributions made on any Payment Date or other date of redemption or other repayment shall be binding upon all future Holders of this Note and of any Class Note issued upon the registration of Debt transfer of this Note or in exchange therefor or in lieu thereof, whether or not such payment is noted on this Note. Subject to Article II of the Indenture, upon registration of transfer of this Note or in exchange for or in lieu of any other Note of the same Class, this Note will carry the rights to unpaid interest and principal (or other applicable amount) that were carried by such predecessor Note. This Note is subject to redemption in the manner and subject to the satisfaction of certain conditions set forth in the Indenture. The Redemption Price for this Note is set forth in the Indenture. The Issuer, for value received, hereby promises to pay to the Registered Holder of this Note or its registered assigns or nominees, upon presentation and surrender of this Note (except as otherwise permitted by the Indenture), in accordance with the Priority of Payments, Interest Proceeds and Principal Proceeds on each Payment Date, in an amount equal to the Holder’s pro rata share of such proceeds, if any, subject to the Priority of Payments set forth in the Indenture. Payments on this Note will be its Redemption made in immediately available funds to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the relevant Record Date, its Stated Maturity or such other Payment Date on which . Payments to the Registered Holder will be made ratably among the Holders in the proportion that the Aggregate Outstanding Amount of this Note on such Record Date bears to the Aggregate Outstanding Amount of all Notes of the Class of Notes to which this Note forms a part on such Record Date. If this is paid a Global Note as identified in the Note Details, increases and decreases in the principal amount of this Global Note as a result of exchanges and transfers of interests in this Note and principal payments shall be recorded in the records of the Trustee and DTC or its nominee. So long as DTC or its nominee is the registered owner of this Global Note, DTC or such nominee, as the case may be, will be considered the sole owner or Holder of the Notes (represented hereby and beneficially owned by other persons) for all purposes under the Indenture. The terms of Section 2.7(i) and Section 5.4(d) of the Indenture shall apply to this Note mutatis mutandis as if fully set forth herein. This Note shall be issued in the Minimum Denominations set forth in the Note Details. If an Event of Default occurs and is continuing, the Secured Notes may become or be declared due and payable in the manner and with the effect provided in the Indenture. A declaration of acceleration of the maturity of the Secured Notes may be rescinded or annulled at any time before a judgment or decree for payment of the money due has been obtained, provided that certain conditions set forth in the Indenture are satisfied. The Indenture permits, subject to certain conditions, the amendment thereof and the modification of the provisions of the Indenture and the rights of the Holders under the Indenture. Upon the execution of any supplemental indenture, the Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of the Indenture for all purposes, and every Holder of a Note theretofore and thereafter authenticated and delivered thereunder shall be bound thereby. The Holder of this Note agrees that it will not, prior to the date which is one year (or if longer, the applicable preference period then in effect) plus one day after the payment in full of all Notes, institute against, or join any other Person in instituting against the Issuer any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation Proceedings, or other Proceedings under Bermuda, U.S. federal or state bankruptcy or similar laws of any jurisdiction. Title to this Note will pass by registration in the Register kept by the Registrar. No service charge will be made to the Holder for any registration of transfer or exchange of this Note, but the Registrar, Transfer Agent or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose, unless the Certificate of Authentication herein has been executed by either the Trustee or the final distribution in respect thereof is madeAuthenticating Agent by the manual signature of one of their Authorized Officers, and such certificate shall be conclusive evidence, and the only evidence, that this Note has been duly authenticated and delivered under the Indenture. Class designation and Note Interest Rate THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND ANY MATTERS ARISING OUT OF OR RELATING IN ANY WAY WHATSOEVER TO THIS NOTE (check applicable): ¨ Class A Notes Benchmark Rate + 1.54% Principal amount (check applicable "up to" principal amount): ¨ Class A Notes $0 Authorized Denominations: $250,000 and integral multiples of $1.00 in excess thereofWHETHER IN CONTRACT, TORT OR OTHERWISE), SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS.
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