May 23, 2016 Ares Capital Corporation New York, NY 10167Restated Investment Advisory and Management Agreement • May 26th, 2016 • Ares Capital Corp • New York
This letter is with reference to (a) the Restated Investment Advisory and Management Agreement, dated as of June 6, 2011 (the “Advisory Agreement”), between Ares Capital Corporation, a Maryland corporation (“ARCC”) and Ares Capital Management LLC, a Delaware limited liability company (“ACM”), and (b) the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among ARCC, Orion Acquisition Sub, Inc., a Delaware corporation (“Acquisition Sub”), American Capital, Ltd., Delaware corporation (the “Company”), Ivy Hill Asset Management, L.P., a Delaware limited partnership, Ivy Hill Asset Management GP, LLC, a Delaware limited liability company, in its capacity as general partner of Ivy Hill Asset Management, L.P., American Capital Asset Management, LLC, a Delaware limited liability company, and, solely for purposes of Section 2.2(a)(ii)(B), Section 2.3(a)(iii), Section 4.29, Section 4.30, Section 7.4 and Article VIII, ACM, in its capacity as investment advi
