THL CREDIT, INC. (Issuer) and U.S. Bank National Association (Trustee) Indenture Dates as of , Providing for the Issuance of Debt SecuritiesIndenture • August 25th, 2011 • THL Credit, Inc. • New York
INDENTURE, dated as of , 2011, between THL Credit, Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, a national banking association, as Trustee (as trustee in such capacity and not in its individual capacity, the “Trustee”).
FORM OF WARRANT AGREEMENT WARRANT AGREEMENT BY AND BETWEEN THL CREDIT, INC. ANDWarrant Agreement • August 25th, 2011 • THL Credit, Inc. • New York
Agreement made as of , between THL CREDIT, INC., a Delaware corporation, with offices at 100 Federal Street, 31st Floor, Boston, MA 02110 (“Company”), and , a corporation, with offices at (“Warrant Agent”).
FORM OF SUBSCRIPTION AGENT AGREEMENT SUBSCRIPTION AGENT AGREEMENT By AND BETWEEN THL CREDIT, INC. andSubscription Agent Agreement • August 25th, 2011 • THL Credit, Inc. • New York
This Subscription Rights Agreement (the “Agreement”) is made as of between THL Credit, Inc., a Delaware corporation (the “Company”), and (the “Subscription Agent”), and relates to the base prospectus included in the Registration Statement on Form N-2, File No. 333- , filed by the Company with the Securities and Exchange Commission on , 2011, as amended by any amendment filed with respect thereto (the “Registration Statement”) and any supplemental prospectus (together with the base prospectus, the “Prospectus”). Capitalized terms not otherwise defined herein shall have the meanings given to them in the Subscription Certificate (as defined below).
THL CREDIT, INC. (a Delaware corporation) [—] Shares of Common Stock (Par Value $0.001 Per Share) FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • August 25th, 2011 • THL Credit, Inc. • New York
THL Credit, Inc. (the “Company”) and THL Credit Advisors LLC, a Delaware limited liability company (“THL Advisors” or the “Advisor”), confirm their respective agreements with [—] and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom [—] are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.001 per share, of the Company (“Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of [—] additional shares of Common Stock to cover overallotments, if any. The aforesaid [—] shares of Common
THL CREDIT, INC. (a Delaware corporation) $ Aggregate Principal Amount Senior Securities $ Aggregate Principal Amount Subordinated Securities FORM OF DEBT UNDERWRITING AGREEMENTDebt Underwriting Agreement • August 25th, 2011 • THL Credit, Inc. • New York
THL Credit, Inc. (the “Company”) and THL Credit Advisors LLC, a Delaware limited liability company (“THL Advisors” or the “Advisor”), confirm their respective agreements with [—] and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom [—] are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of $ aggregate principal amount of senior debt securities (the “Senior Securities”) or subordinated debt securities (the “Subordinated Securities”), or both, of the Company set forth in Schedule A hereto.
