AGREEMENTS SET FORTH IN SECTIONS 6.2 AND 6.1(B), (D) AND
(F) OF THE NOTE PURCHASE AGREEMENT AND (III) AGREED THAT ANY TRANSFER OR OTHER
DISPOSITION OF THIS NOTE IS OTHERWISE SUBJECT TO THE TERMS AND CONDITIONS
CONTAINED IN THE NOTE PURCHASE AGREEMENT. UNLESS OTHERWISE INDICATED,
CAPITALIZED TERMS USED IN THIS NOTE SHALL HAVE THE RESPECTIVE MEANINGS ASCRIBED
TO SUCH TERMS IN THE NOTE PURCHASE AGREEMENT.
THIS NOTE IS A REGISTERED NOTE AND, AS PROVIDED IN THE NOTE PURCHASE AGREEMENT,
UPON SURRENDER OF THIS NOTE FOR REGISTRATION OF TRANSFER, DULY ENDORSED, OR
ACCOMPANIED BY A WRITTEN INSTRUMENT OF TRANSFER DULY EXECUTED, BY THE
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REGISTERED HOLDER HEREOF OR SUCH HOLDER'S ATTORNEY DULY AUTHORIZED IN WRITING, A
NEW NOTE OF THE SAME SERIES AND TRANCHE FOR A LIKE PRINCIPAL AMOUNT WILL BE
ISSUED TO, AND REGISTERED IN THE NAME OF, THE TRANSFEREE. PRIOR TO DUE
PRESENTMENT FOR REGISTRATION OF TRANSFER, THE COMPANY MAY TREAT THE PERSON IN
WHOSE NAME THIS NOTE IS REGISTERED AS THE OWNER HEREOF FOR THE PURPOSE OF
RECEIVING PAYMENT AND FOR ALL OTHER PURPOSES, AND THE COMPANY WILL NOT BE
AFFECTED BY ANY NOTICE TO THE CONTRARY.
THIS NOTE AND THE HOLDER HEREOF ARE ENTITLED EQUALLY AND RATABLY WITH THE
HOLDERS OF ALL OF THE NOTES TO THE RIGHTS AND BENEFITS PROVIDED PURSUANT TO THE
TERMS AND PROVISION OF THE SUBSIDIARY GUARANTEE (AS SUCH TERM IS DEFINED IN THE
NOTE PURCHASE AGREEMENT). REFERENCE IS HEREBY MADE TO THE FOREGOING FOR A
STATEMENT OF THE NATURE AND EXTENT OF THE BENEFITS FOR THE NOTES AFFORDED
THEREBY AND THE RIGHTS OF THE HOLDERS OF THE NOTES.
THIS NOTE IS SUBJECT TO OPTIONAL PREPAYMENT, IN WHOLE OR FROM TIME TO TIME IN
PART, AT THE TIMES AND ON THE TERMS SPECIFIED IN THE NOTE PURCHASE AGREEMENT,
BUT NOT OTHERWISE.
IF AN EVENT OF DEFAULT OCCURS AND IS CONTINUING, THE PRINCIPAL OF THIS NOTE MAY
BE DECLARED OR OTHERWISE BECOME DUE AND PAYABLE IN THE MANNER, AT THE PRICE
(INCLUDING ANY APPLICABLE MAKE-WHOLE AMOUNT) AND WITH THE EFFECT PROVIDED IN THE
NOTE PURCHASE AGREEMENT.
THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF
THE COMPANY AND THE HOLDER OF THIS NOTE SHALL BE GOVERNED BY, THE LAW OF THE
STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE
THAT WOULD PERMIT APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH
STATE.
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SOLAR CAPITAL LTD.
BY
NAME:
TITLE:
SOLAR CAPITAL LTD.
[NUMBER] SUPPLEMENT TO NOTE PURCHASE AGREEMENT Dated as of
RE: $
% SERIES
SENIOR NOTES Due
Solar Capital Ltd. 500 Park Ave. New York, New York 10022
Dated as of
, 20
To the Series [
] Additional
Purchaser(s) named in
Schedule A hereto
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Ladies and Gentlemen:
This [Number] Supplement to Note Purchase Agreement (the "Supplement") is among
Solar Capital Ltd., a Maryland corporation (the "Company"), and the
institutional investors named on Schedule A attached hereto (the
"Series [
] Additional Purchasers").
Reference is hereby made to