CONSENT AND OMNIBUS AMENDMENTLoan and Servicing Agreement • February 21st, 2019 • Solar Senior Capital Ltd. • New York
The Lenders have 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(s) 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 origination of Eligible Loan Assets or purchase, on a “true sale” basis, of Eligible Loan Assets from (i) the Transferor, pursuant to the Purchase and Sale Agreement between the Borrower and the Transferor or (ii) other third parties, in each case, with the prior written approval of the Administrative Agent. Accordingly, the parties agree as follows:
SOLAR SENIOR CAPITAL LTD. 4,000,000 Shares of Common Stock ($0.01 par value) UNDERWRITING AGREEMENTUnderwriting Agreement • September 9th, 2016 • 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 issue and sell to the several Underwriters the number of shares of common stock, par value $0.01 per share (the “Common Stock”) of the Company 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 (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinaft
AMENDED AND RESTATED ADMINISTRATION AGREEMENTAdministration Agreement • February 25th, 2014 • Solar Senior Capital Ltd. • New York
This Agreement (“Agreement”) is made as of October 29, 2013 by and between SOLAR SENIOR CAPITAL LTD. a Maryland corporation (the “Company”), and SOLAR CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (the “Administrator”).
SOLAR LIFE SCIENCE PROGRAM LLC LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • May 2nd, 2017 • Solar Senior Capital Ltd. • Delaware
This Limited Liability Company Agreement, dated as of February 22, 2017, is entered into by and between Solar Capital Ltd., Solar Senior Capital Ltd. and Deerfield Solar Holdings LLC (each, a “Member” and collectively, the “Members”).
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 NINTH AMENDMENTLoan and Servicing Agreement • June 25th, 2021 • SLR Senior Investment Corp. • New York
The Lenders have agreed, on the terms and conditions set forth herein, to provide a secured revolving credit facility which shall provide for Advances under the Revolving Notes from time to time in the amounts and in accordance with the terms set forth herein.
CUSTODIAL SERVICES AGREEMENT SOLAR CAPITAL LTDCustodial Services Agreement • February 25th, 2014 • Solar Senior Capital Ltd. • New York
THIS GLOBAL CUSTODIAL SERVICES AGREEMENT is made on March , 2013, by and between, severally and not jointly, SOLAR CAPITAL LTD and SOLAR SENIOR CAPITAL LTD, (each the “Client “) and Citibank, N.A. acting through its offices located in New York (the “Custodian”). It is understood and agreed that this document shall constitute a separate agreement between Custodian and each party listed above, as if each party listed had executed a separate document naming only itself as Client, and that no party listed above shall have any liability under this document for the obligations of any other party so listed, and the term “this Agreement” shall be construed accordingly. For the avoidance of doubt, there shall be no cross-liability or cross-collateralization between the Clients listed above. In the event the Global Custodial Services Agreement is terminated between any of the Clients listed above and the Custodian, the equivalent agreement between the Custodian and any remaining Client shall con
FIRST AMENDED AND RESTATED INVESTMENT ADVISORY MANAGEMENT AGREEMENT BETWEEN SOLAR SENIOR CAPITAL LTD. AND SOLAR CAPITAL PARTNERS, LLCSolar Senior Capital Ltd. • August 2nd, 2016 • New York
Agreement (this “Agreement”) made this 2nd day of August 2016, by and between SOLAR SENIOR CAPITAL LTD., a Maryland corporation (the “Company”), and SOLAR CAPITAL PARTNERS, LLC, a Delaware limited liability company (the “Adviser”).
Lockup Agreement SOLAR SENIOR CAPITAL LTD. Public Offering of Common StockSolar Senior Capital Ltd. • March 11th, 2011
SOLAR SENIOR CAPITAL LTD. $85,000,000 3.90% Series 2020A Senior Notes, due March 31, 2025 NOTE PURCHASE AGREEMENT Dated as of March 31, 2020Note Purchase Agreement • May 7th, 2020 • Solar Senior Capital Ltd. • New York
SOLAR SENIOR CAPITAL LTD., a Maryland corporation (the “Company”), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:
CONTRIBUTION AGREEMENT by and between SUNS SPV LLC, as the Contributee and SOLAR SENIOR CAPITAL LTD., as the Contributor Dated as of August 26, 2011Contribution Agreement • August 31st, 2011 • Solar Senior Capital Ltd.
THIS CONTRIBUTION AGREEMENT, dated as of August 26, 2011, by and between SOLAR SENIOR CAPITAL LTD., a Maryland corporation, as the contributor (the “Contributor”) and SUNS SPV LLC, a Delaware limited liability company, as the contributee (the “Contributee”).
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 Amendment No. 1 to the Shares Purchase Agreement] FIRST AMENDMENT TO THE SHARE PURCHASE AGREEMENTShare Purchase Agreement • February 22nd, 2012 • Solar Senior Capital Ltd. • New York
This First Amendment to the Share Purchase Agreement (this “Amendment”), dated February 22, 2012, is to the Share Purchase Agreement, dated as of February 24, 2011 (the “Share Purchase Agreement”), by and between SOLAR SENIOR CAPITAL LTD., a Maryland corporation (the “Company”), and SOLAR SENIOR CAPITAL INVESTORS LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF AGREEMENT AND FIRST AMENDMENT TO LOAN AND SERVICING AGREEMENT]Form of Agreement • January 16th, 2013 • Solar Senior Capital Ltd.
This AGREEMENT AND FIRST AMENDMENT TO LOAN AND SERVICING AGREEMENT (this “Agreement”), dated as of November 7, 2012, is entered into among SUNS SPV LLC, a Delaware limited liability company (the “Borrower”), Solar Senior Capital Ltd., a Maryland corporation (“Solar Senior Capital”), as the transferor and the servicer, Citibank, N.A., as the administrative agent and collateral agent, each of the Conduit Lenders, Lender Agents, Liquidity Banks and Institutional Lenders listed on the signature pages hereto, and Wells Fargo Bank, N.A., as the account bank, the collateral custodian and the backup servicer. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Loan and Servicing Agreement (as defined below) as amended hereby.
THIRD AMENDMENT TO LOAN AND SERVICING AGREEMENTLoan and Servicing Agreement • August 4th, 2014 • Solar Senior Capital Ltd.
THIRD AMENDMENT TO THE LOAN AND SERVICING AGREEMENT, dated as of June 30, 2014 (“Third Amendment”) is entered into among SUNS SPV LLC, a Delaware limited liability company (the “Borrower”), Solar Senior Capital Ltd., a Maryland corporation (“Solar Senior Capital”), as the transferor and the servicer, Citibank, N.A., as the administrative agent and collateral agent, each of the Conduit Lenders, Lender Agents, Liquidity Banks and Institutional Lenders listed on the signature pages hereto, and Wells Fargo Bank, N.A., as the account bank, the collateral custodian and the backup servicer. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Agreement (as defined below) as amended hereby.
Lockup Agreement SOLAR SENIOR CAPITAL LTD. Public Offering of Common StockLockup Agreement • March 11th, 2011 • Solar Senior Capital Ltd.
FOURTH AMENDMENT TO LOAN AND SERVICING AGREEMENTLoan and Servicing Agreement • August 4th, 2015 • Solar Senior Capital Ltd.
FOURTH AMENDMENT TO THE LOAN AND SERVICING AGREEMENT, dated as of May 29, 2015 (this “Fourth Amendment”) is entered into among SUNS SPV LLC, a Delaware limited liability company (the “Borrower”), Solar Senior Capital Ltd., a Maryland corporation (“Solar Senior Capital”), as the transferor and the servicer, Citibank, N.A., as the administrative agent and collateral agent, each of the Conduit Lenders, Lender Agents, Liquidity Banks and Institutional Lenders listed on the signature pages hereto, and Wells Fargo Bank, N.A., as the account bank, the collateral custodian and the backup servicer. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Agreement (as defined below) as amended hereby.
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”).
FIRST AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENTTrademark License Agreement • February 25th, 2021 • SLR Senior Investment Corp. • New York
This AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENT (this “Agreement”) is made and effective as of February 25, 2021 (the “Effective Date”) by and between SLR CAPITAL PARTNERS, LLC (f/k/a SOLAR CAPITAL PARTNERS, LLC), a Delaware limited liability company (the “Licensor”), and SLR SENIOR INVESTMENT CORP. (f/k/a SOLAR SENIOR CAPITAL LTD.), a Maryland corporation (“Company”) (each a “party,” and collectively, the “parties”).
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”).
AGREEMENT OF JOINT FILINGAgreement of Joint Filing • March 11th, 2011 • Solar Senior Capital Ltd.
In accordance with Rule 13d-l(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned acknowledge and agree that this Schedule 13D is filed on behalf of each of the them and that all subsequent amendments to this Schedule 13D may be filed on behalf of each of them without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows that such information is inaccurate.
