0001144204-12-059967 Sample Contracts

Custodian Agreement
Custodian Agreement • November 7th, 2012 • Stellus Capital Investment Corp • Massachusetts

This Agreement, dated as of October __, 2012, is between Stellus Capital Investment Corporation, a corporation organized and existing under the laws of the State of Maryland (the “Fund”), and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”).

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SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of November [_], 2012 among STELLUS CAPITAL INVESTMENT CORPORATION as Borrower The LENDERS Party Hereto and SUNTRUST BANK as Administrative Agent
Revolving Credit Agreement • November 7th, 2012 • Stellus Capital Investment Corp • New York

SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of November [ ], 2012 (this “Agreement”), among STELLUS CAPITAL INVESTMENT CORPORATION, a Maryland corporation (the “Borrower”), the LENDERS party hereto, and SUNTRUST BANK, as Administrative Agent.

GUARANTEE AND SECURITY AGREEMENT
Guarantee and Security Agreement • November 7th, 2012 • Stellus Capital Investment Corp • New York

GUARANTEE AND SECURITY AGREEMENT dated as of November [ ], 2012 (this “Agreement”), among STELLUS CAPITAL INVESTMENT CORPORATION, a corporation duly organized and validly existing under the laws of the State of Maryland (the “Borrower”); and each entity that becomes a “SUBSIDIARY GUARANTOR” after the date hereof pursuant to Section 7.04 hereof (collectively, the “Subsidiary Guarantors” and, together with the Borrower, the “Obligors”); SUNTRUST BANK, as administrative agent for the parties defined as “Lenders” under the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the “Administrative Agent”); and SUNTRUST BANK, as collateral agent for the Secured Parties hereinafter referred to (in such capacity, together with its successors in such capacity, the “Collateral Agent”).

SECURITY AGREEMENT
Security Agreement • November 7th, 2012 • Stellus Capital Investment Corp • New York

SECURITY AGREEMENT dated as of November 7, 2012 (this “Agreement”), between STELLUS CAPITAL INVESTMENT CORPORATION, a corporation duly organized and validly existing under the laws of the State of Maryland (the “Borrower”), and SUNTRUST BANK, as lender (the “Lender”).

SENIOR SECURED TERM CREDIT AGREEMENT dated as of November 7, 2012 among STELLUS CAPITAL INVESTMENT CORPORATION as Borrower and SUNTRUST BANK as Lender SUNTRUST ROBINSON HUMPHREY, INC. as Lead Arranger
Credit Agreement • November 7th, 2012 • Stellus Capital Investment Corp • New York

SENIOR TERM SECURED CREDIT AGREEMENT dated as of November [1], 2012 (this “Agreement”), among STELLUS CAPITAL INVESTMENT CORPORATION, a Maryland corporation (the “Borrower”), and SUNTRUST BANK, as lender (the “Lender”).

PURCHASE AGREEMENT BY AND BETWEEN STELLUS CAPITAL INVESTMENT CORPORATION, D. E. SHAW DIRECT CAPITAL PORTFOLIOS, L.L.C. AND DC FUNDING SPV, L.L.C. DATED OCTOBER 22, 2012
Purchase Agreement • November 7th, 2012 • Stellus Capital Investment Corp • New York

THIS PURCHASE AGREEMENT (this “Agreement”), dated as of October 22, 2012, is made by and between Stellus Capital Investment Corporation, a Maryland corporation (“Buyer”), D.E. Shaw Direct Capital Portfolios, L.L.C., a Delaware limited liability company, and DC Funding SPV, L.L.C., a Delaware limited liability company (each, a “Seller,” and collectively, the “Sellers”). Buyer and Sellers may be referred to individually herein as a “Party” and collectively as the “Parties”).

STELLUS CAPITAL INVESTMENT CORPORATION 10000 Memorial Drive, Suite 500 Houston, TX 77024 November 2, 2012
Letter Agreement • November 7th, 2012 • Stellus Capital Investment Corp
Stellus Capital Management, LLC 10000 Memorial Drive, Suite 500 Houston, Texas 77024 November 1, 2012
Investment Advisory Agreement • November 7th, 2012 • Stellus Capital Investment Corp

Reference is hereby made to the Investment Advisory Agreement (the “Agreement”), dated October 26, 2012, by and between Stellus Capital Investment Corporation (the “Company”) and us. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Agreement.

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