NOT REQUIRE REGISTRATION UNDER THE ACT OR APPLICABLE STATE
SECURITIES LAW, INCLUDING, WITHOUT LIMITATION, PURSUANT TO RULE 144 OR
RULE 144A, PROVIDED THAT AN OPINION OF COUNSEL (WHICH MAY BE INTERNAL COUNSEL)
SHALL BE FURNISHED TO THE COMPANY (IF REASONABLY REQUESTED BY THE COMPANY), IN
FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT
SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE ACT AND/OR APPLICABLE
STATE SECURITIES LAW.
S-2
--------------------------------------------------------------------------------
SOLAR CAPITAL LTD.
4.40% SERIES 2016A SENIOR NOTE, DUE MAY 8, 2022
No. [
] [DATE]
$[
] PPN 83413U A@9
FOR VALUE RECEIVED, THE UNDERSIGNED, SOLAR CAPITAL LTD. (HEREIN CALLED THE
"COMPANY"), A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF
MARYLAND, HEREBY PROMISES TO PAY TO [
], OR REGISTERED
ASSIGNS, THE PRINCIPAL SUM OF [
] DOLLARS (OR SO MUCH THEREOF AS
SHALL NOT HAVE BEEN PREPAID) ON MAY 8, 2022, WITH INTEREST (COMPUTED ON THE
BASIS OF A 360-DAY YEAR OF TWELVE 30-DAY MONTHS) ON THE UNPAID BALANCE HEREOF AT
THE RATE OF (A) 4.40% PER ANNUM FROM THE DATE HEREOF, PAYABLE SEMIANNUALLY, ON
THE EIGHTH DAY OF MAY AND NOVEMBER IN EACH YEAR, COMMENCING WITH THE MAY 8 OR
NOVEMBER 8 NEXT SUCCEEDING THE DATE HEREOF, AND ON THE MATURITY DATE UNTIL THE
PRINCIPAL HEREOF SHALL HAVE BECOME DUE AND PAYABLE, AND (B) TO THE EXTENT
PERMITTED BY LAW, ON ANY OVERDUE PAYMENT OF INTEREST AND, DURING THE CONTINUANCE
OF AN EVENT OF DEFAULT, ON SUCH UNPAID BALANCE AND ON ANY OVERDUE PAYMENT OF ANY
MAKE-WHOLE AMOUNT, AT A RATE PER ANNUM FROM TIME TO TIME EQUAL TO THE DEFAULT
RATE (AS DEFINED IN THE HEREINAFTER DEFINED NOTE PURCHASE AGREEMENT).
PAYMENTS OF PRINCIPAL OF, INTEREST ON AND ANY MAKE-WHOLE AMOUNT WITH RESPECT TO
THIS NOTE ARE TO BE MADE IN LAWFUL MONEY OF THE UNITED STATES OF AMERICA AT THE
PRINCIPAL OFFICE OF GOLDMAN SACHS BANK USA IN NEW YORK, NEW YORK OR AT SUCH
OTHER PLACE AS THE COMPANY SHALL HAVE DESIGNATED BY WRITTEN NOTICE TO THE HOLDER
OF THIS NOTE AS PROVIDED IN THE NOTE PURCHASE AGREEMENT REFERRED TO BELOW.
THIS NOTE IS ONE OF A SERIES OF SENIOR NOTES (HEREIN CALLED THE "NOTES" ) ISSUED
PURSUANT TO THE NOTE PURCHASE AGREEMENT, DATED AS OF NOVEMBER 8, 2016 (AS FROM
TIME TO TIME AMENDED, SUPPLEMENTED OR MODIFIED, THE "NOTE PURCHASE AGREEMENT" ),
AMONG THE COMPANY AND THE RESPECTIVE PURCHASERS NAMED THEREIN AND ADDITIONAL
PURCHASERS OF NOTES FROM TIME TO TIME ISSUED PURSUANT TO ANY SUPPLEMENT TO THE
NOTE PURCHASE AGREEMENT. THIS NOTE AND THE HOLDER HEREOF ARE ENTITLED EQUALLY
AND RATABLY WITH THE HOLDERS OF ALL OTHER NOTES OF ALL SERIES FROM TIME TO TIME
OUTSTANDING UNDER THE NOTE PURCHASE AGREEMENT TO ALL THE BENEFITS PROVIDED FOR
THEREBY OR REFERRED TO THEREIN. EACH HOLDER OF THIS NOTE WILL BE DEEMED, BY ITS
ACCEPTANCE HEREOF, TO HAVE (I) AGREED TO THE CONFIDENTIALITY PROVISIONS SET
FORTH IN SECTION 20 OF THE NOTE PURCHASE AGREEMENT, (II) MADE THE
REPRESENTATIONS AND