EX-10.4



 Exhibit 10.4 
 AMENDED AND RESTATED 
 ADMINISTRATION AGREEMENT 

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”). 

WITNESSETH: 
 WHEREAS, the Company is a newly organized closed-end management investment fund that intends to elect to be treated as a business development company (“BDC”) under the Investment
Company Act of 1940 (the “Investment Company Act”); and 
 WHEREAS, the Company
desires to retain the Administrator to provide administrative services to the Company in the manner and on the terms hereinafter set forth; and 
 WHEREAS, the Administrator is willing to provide administrative services to the Company on the terms and conditions hereafter set forth. 

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the Company and the Administrator hereby agree as follows: 
  

	1.	 Duties of the Administrator 



(a) Employment of Administrator. The Company hereby employs the Administrator to act as
administrator of the Company, and to furnish, or arrange for others to furnish, the administrative services, personnel and facilities described below, subject to review by and the overall control of the Board of Directors of the Company (the
“Board”), for the period and on the terms and conditions set forth in this Agreement. The Administrator hereby accepts such employment and agrees during such period to render, or arrange for the rendering of, such services
and to assume the obligations herein set forth subject to the reimbursement of costs and expenses provided for below. The Administrator and such others shall for all purposes herein be deemed to be independent contractors and shall, unless otherwise
expressly provided or authorized herein, have no authority to act for or represent the Company in any way or otherwise be deemed agents of the Company. 

(b) Services. The Administrator shall perform (or oversee, or arrange for, the performance of) the
administrative services necessary for the operation of the Company. Without limiting the generality of the foregoing, the Administrator shall provide the Company with office facilities, equipment, clerical, bookkeeping and record keeping services at
such facilities and such other services as the Administrator, subject to review by the Board, shall from time to time determine to be necessary or useful to perform its obligations under this Agreement. The Administrator shall also, on behalf of the
Company, conduct relations with custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such
other persons in any such other capacity deemed to be necessary or desirable. The Administrator shall make reports to the Board of its performance of obligations hereunder and furnish advice and recommendations with respect to such other aspects of
the business and affairs of the Company as it shall determine to be desirable; provided that nothing herein shall be construed to require the Administrator to, and the Administrator shall not, provide any advice or recommendation relating to the
securities and other assets that the Company should purchase, retain or sell or any other investment advisory services to the Company. The Administrator shall be responsible for the financial and other records that the


  
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Company is required to maintain, and under the Investment Company Act, shall prepare, print and disseminate reports to stockholders, and reports and other materials filed with the Securities and
Exchange Commission (the “SEC”). The Administrator will provide on the Company’s behalf significant managerial assistance to those portfolio companies to which the Company is required to provide such assistance. In
addition, the Administrator will assist the Company in determining and publishing the Company’s net asset value, overseeing the preparation and filing of the Company’s tax returns, and generally overseeing the payment of the Company’s
expenses and the performance of administrative and professional services rendered to the Company by others. 
  

	2.	 Records 


 The Administrator agrees to maintain and keep all books, accounts and other records of the Company that relate to activities performed by the Administrator hereunder and will maintain and keep such books,
accounts and records in accordance with the Investment Company Act. In compliance with the requirements of Rule 31a-3 under the Investment Company Act, the Administrator agrees that all records which it maintains for the Company shall at all times
remain the property of the Company, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request. The Administrator further agrees that all records
which it maintains for the Company pursuant to Rule 31a-1 under the Investment Company Act will be preserved for the periods prescribed by Rule 31a-2 under the Investment Company Act unless any such records are earlier surrendered as provided above.
Records shall be surrendered in usable machine-readable form. The Administrator shall have the right to retain copies of such records subject to observance of its confidentiality obligations under this Agreement. 

 

	3.	 Confidentiality 


 The parties hereto agree that each shall treat confidentially the terms and conditions of this Agreement and all information provided by each party to the other regarding its business and operations. All
confidential information provided by a party hereto, including nonpublic personal information (regulated pursuant to Regulation S-P), shall be used by any other party hereto solely for the purpose of rendering services pursuant to this Agreement
and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party, without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when
provided or thereafter becomes publicly available other than through a breach of this Agreement, or that is required to be disclosed by any regulatory authority, any authority or legal counsel of the parties hereto, by judicial or administrative
process or otherwise by applicable law or regulation. 
  

	4.	 Compensation; Allocation of Costs and Expenses 



In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator
for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The Company will bear all costs and expenses that are incurred in its operation, administration and transactions
and not specifically assumed by Solar Capital Partners, LLC (the “Adviser”), pursuant to that certain Investment Advisory Management Agreement, dated as of February 24, 2011 by and between the Company and the Adviser, as
it may be amended from time to time. Costs and expenses to be borne by the Company include, but are not limited to, those relating to: organization and offering; calculating the Company’s net asset value (including the cost and expenses of any
independent valuation firm and Citi Fund Services Ohio, Inc. and its affiliates); expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Company
and in providing administrative services, monitoring the Company’s investments and performing due diligence on its prospective portfolio companies; interest payable on debt, if any, incurred to finance the Company’s investments; sales and
purchases of the Company’s common stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors,
relating to, or associated with, evaluating and making investments; transfer agent 

  
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and custodial fees; federal and state registration fees; all costs of registration and listing the Company’s shares on any securities exchange; federal, state and local taxes; independent
Directors’ fees and expenses; costs of preparing and filing reports or other documents required by the Securities and Exchange Commission; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the
Company’s allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance
telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Company or the Administrator in connection with administering the Company’s business, including payments under
this Agreement based upon the Company’s allocable portion of the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the Company’s chief
compliance officer and chief financial officer and their respective staffs. 
  

	5.	 Limitation of Liability of the Administrator; Indemnification 



The Administrator (and its officers, managers, partners, agents, employees, controlling persons, members, and any other
person or entity affiliated with the Administrator, including without limitation its sole member, the Adviser, and any affiliated person to the extent that they are providing services for or otherwise acting on behalf of the Administrator, Adviser
or the Company) shall not be liable to the Company for any action taken or omitted to be taken by the Administrator in connection with the performance of any of its duties or obligations under this Agreement or otherwise as administrator for the
Company, and the Company shall indemnify, defend and protect the Administrator (and its officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with the Administrator, including
without limitation the Adviser, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses
(including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or
suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Administrator’s duties or obligations under this Agreement or otherwise as administrator for the Company.
Notwithstanding the preceding sentence of this Section 5 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to
indemnification in respect of, any liability to the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the
Administrator’s duties or by reason of the reckless disregard of the Administrator’s duties and obligations under this Agreement (to the extent applicable, as the same shall be determined in accordance with the Investment Company Act and
any interpretations or guidance by the SEC or its staff thereunder). 
  

	6.	 Activities of the Administrator 



The services of the Administrator to the Company are not to be deemed to be exclusive, and the Administrator and each
affiliate is free to render services to others. It is understood that directors, officers, employees and stockholders of the Company are or may become interested in the Administrator and its affiliates, as directors, officers, members, managers,
employees, partners, stockholders or otherwise, and that the Administrator and directors, officers, members, managers, employees, partners and stockholders of the Administrator and its affiliates are or may become similarly interested in the Company
as stockholders or otherwise. 
  

	7.	 Duration and Termination of this Agreement 



(a) This Agreement shall become effective as of the first date above written. The provisions of
Section 5 of this Agreement shall remain in full force and effect, and the Administrator shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the


  
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termination or expiration of this Agreement as aforesaid, the Administrator shall be entitled to any amounts owed under Section 4 through the date of termination or expiration and
Section 5 shall continue in force and effect and apply to the Administrator and its representatives as and to the extent applicable. This Agreement shall continue in effect for two years from the date hereof, and thereafter shall continue
automatically for successive annual periods, provided that such continuance is specifically approved at least annually by: 
 (i) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company; and 

(ii) the vote of a majority of the Company’s Directors who are not parties to this Agreement or
“interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of any such party, in accordance with the requirements of the Investment Company Act. 

(b) The Agreement may be terminated at any time, without the payment of any penalty, upon not more than 60
days’ written notice, by the vote of a majority of the outstanding voting securities of the Company, or by the vote of the Board or by the Administrator. 

(c) This Agreement may not be assigned by a party without the consent of the other party; provided
however, that the rights and obligations of the Company under this Agreement shall not be deemed to be assigned to a newly-formed entity in the event of the merger of the Company into, or conveyance of all of the assets of the Company to,
such newly-formed entity; provided further, however, that the sole purpose of that merger or conveyance is to effect a mere change in the Company’s legal form into another limited liability entity. The provisions of
Section 5 of this Agreement shall remain in full force and effect, and the Administrator shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. 

 

	8.	 Amendments of this Agreement 



This Agreement may be amended pursuant to a written instrument by mutual consent of the parties. 

 

	9.	 Governing Law 


 This Agreement shall be construed in accordance with the laws of the State of New York and the applicable provisions of the Investment Company Act. To the extent the applicable laws of the State of New
York, or any of the provisions herein, conflict with the provisions of the Investment Company Act, the latter shall control. 
  

	10.	 Entire Agreement 


 This Agreement contains the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof. 

 

	11.	 Notices 


 Any notice under this Agreement shall be given in writing, addressed and delivered or mailed, postage prepaid, to the other party at its principal office. 

[Remainder of Page Intentionally Left Blank] 

  
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 IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written. 
  

			
	SOLAR SENIOR CAPITAL, LTD.
		
	 By:
	 	 /s/ Michael S. Gross

	 Name:
	 	 Michael S. Gross

	 Title:
	 	 Chief Executive Officer and President




 

			
	SOLAR CAPITAL MANAGEMENT, LLC
		
	 By:
	  	 /s/ Michael S. Gross

		  	 Sole Member

		  	 Solar Capital Partners, LLC

		  	 Michael S. Gross, Managing Member