Form of Underwriting Agreement] SOLAR SENIOR CAPITAL LTD. [ ] Shares of Common Stock ($0.01 par value) UNDERWRITING AGREEMENTUnderwriting Agreement • February 14th, 2011 • Solar Senior Capital Ltd. • New York
The undersigned, Solar Senior Capital Ltd., a Maryland corporation (the “Company”), Solar Capital Partners, LLC, a Delaware limited liability company (the “Adviser”) and Solar Capital Management, LLC, a Delaware limited liability company (the “Administrator”), address you as underwriters and as the representatives (the “Representatives”) of each of the several underwriters named in Schedule II hereto (the “Underwriters”). The Company proposes to sell to the Underwriters the number of shares of its common stock, par value $0.01 per share (the “Common Stock”) set forth in Schedule I hereto (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth in Schedule I hereto to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being herei
Form of Administration Agreement] ADMINISTRATION AGREEMENTAdministration Agreement • February 14th, 2011 • Solar Senior Capital Ltd. • New York
This Agreement (“Agreement”) is made as of , 2011 by and between SOLAR SENIOR CAPITAL LTD. a Maryland corporation (the “Company”), and SOLAR CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (the “Administrator”).
Form of Indemnification Agreement] INDEMNIFICATION AGREEMENTIndemnification Agreement • February 14th, 2011 • Solar Senior Capital Ltd. • Maryland
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this day of , 2011, by and between Solar Senior Capital Ltd., a Maryland corporation (the “Company”), and the undersigned (“Indemnitee”).
Form of Share Purchase Agreement] SOLAR SENIOR CAPITAL LTD. SHARE PURCHASE AGREEMENTShare Purchase Agreement • February 14th, 2011 • Solar Senior Capital Ltd. • New York
THIS SHARE PURCHASE AGREEMENT (the “Agreement”) is made as of February , 2011 by and between SOLAR SENIOR CAPITAL LTD., a Maryland corporation (the “Company”), on the one hand, and SOLAR SENIOR CAPITAL INVESTORS LLC, a Delaware limited liability company (the “Purchaser”) on the other hand. Except as otherwise indicated herein, capitalized terms used herein are defined in Section 8 hereof.
Form of Investment Advisory Management Agreement] INVESTMENT ADVISORY MANAGEMENT AGREEMENT BETWEEN SOLAR SENIOR CAPITAL LTD. AND SOLAR CAPITAL PARTNERS, LLCSolar Senior Capital Ltd. • February 14th, 2011 • New York
Agreement (this “Agreement”) made this th day of 2011, by and between SOLAR SENIOR CAPITAL LTD., a Maryland corporation (the “Company”), and SOLAR CAPITAL PARTNERS, LLC, a Delaware limited liability company (the “Adviser”).
Form of Custody Agreement] CUSTODY AGREEMENTForm of Custody Agreement • February 14th, 2011 • Solar Senior Capital Ltd. • New York
AGREEMENT, dated as of between Solar Senior Capital Ltd., a Maryland corporation having its principal office and place of business at 500 Park Avenue, 5th Floor, New York, NY 10022 (the “Company”) and THE BANK OF NEW YORK MELLON, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).
Form of Trademark License Agreement] TRADEMARK LICENSE AGREEMENTTrademark License Agreement • February 14th, 2011 • Solar Senior Capital Ltd. • New York
This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is made and effective as of , 2011 (the “Effective Date”) by and between SOLAR CAPITAL PARTNERS, LLC, a Delaware limited liability company (the “Licensor”), and SOLAR SENIOR CAPITAL Ltd., a Maryland limited liability company (“Company”) (each a “party,” and collectively, the “parties”).
