PROSPECT CAPITAL CORPORATION 6.25% Senior Convertible Notes due 2015 PURCHASE AGREEMENTPurchase Agreement • December 21st, 2010 • Prospect Capital Corp • New York
of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder) of more than 5.0% of the shares of Common Stock outstanding at such time (the “Limitation”). Any purported delivery of shares of Common Stock upon conversion of Notes shall be void and have no effect to the extent (but only to the extent) that such delivery would result in the converting holder becoming the beneficial owner of more than 5.0% of the shares of Common Stock outstanding at such time. If any delivery of shares of Common Stock owed to a holder upon conversion of Notes is not made, in whole or in part, as a result of this limitation, the Company’s obligation to make such delivery shall not be extinguished, and the Company will deliver such shares as promptly as practicable after any such converting holder gives notice to the Company that such delivery would not result in such converting holder being the beneficial owner of more than 5.0% of the shares of the Common Stock outstanding
PROSPECT CAPITAL CORPORATION, as Issuer, and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Trustee INDENTURE Dated as of December 21, 2010 6.25% SENIOR CONVERTIBLE NOTES DUE 2015Indenture • December 21st, 2010 • Prospect Capital Corp • New York
INDENTURE, dated as of December 21, 2010 (this “Indenture”), between PROSPECT CAPITAL CORPORATION, a corporation organized under the laws of Maryland, as issuer (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company, as trustee hereunder (the “Trustee”).
