Attached files
Exhibit 10.1
EXECUTION VERSION
DIVIDEND REINVESTMENT PLAN
OF
THL CREDIT, INC.
TERMS AND CONDITIONS
THL Credit, Inc., a Delaware corporation (the “Corporation”), hereby adopts the following plan (the “Plan”) with respect to net investment income dividends and capital gains distributions declared by its Board of Directors on shares of its Common Stock:
| 1. | Unless a stockholder of the Corporation’s common stock (“Common Stock”) specifically elects to have his, her or its net investment income dividends and capital gains distributions automatically reinvested in additional Common Stock as set forth below, if the Board of Directors declares a net investment income dividend or capital gains distribution, each stockholder will receive all such net income dividends and capital gains distributions in cash (the “Cash Dividends”). |
| 2. | Such Cash Dividends shall be payable on such date or dates as may be fixed from time to time by the Board of Directors to stockholders of record at the close of business on the record date(s) established by the Board of Directors for the Cash Dividends involved. |
| 3. | The Corporation shall use primarily newly-issued shares of its Common Stock to implement the Plan, whether its shares are trading at a premium or at a discount to net asset value. However, the Corporation reserves the right to purchase shares in the open market in connection with the implementation of the plan at a price per share equal to the average price for all shares purchased on the open market on such date pursuant to the Plan, including brokerage commissions. The number of shares to be issued to a stockholder shall be determined by dividing the total dollar amount of the distribution payable to such stockholder by the market price per share of the Corporation’s Common Stock at the close of regular trading on the NASDAQ Global Select Market on the valuation date fixed by the Board of Directors for such distribution. Market price per share on that date shall be the closing price for such shares on the NASDAQ Global Select Market or, if no sale is reported for such day, at the average of their reported bid and asked prices. |
| 4. | A stockholder may, however, elect to have his, her or its net investment income dividends and capital gains distributions automatically reinvested in additional shares of the Corporation’s Common Stock. To exercise this option, such stockholder shall |
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| notify American Stock Transfer and Trust Company LLC, the plan administrator (the “Plan Administrator”), in writing so that such notice is received by the Plan Administrator no later than the record date fixed by the Board of Directors for the net investment income dividend and/or capital gains distribution involved. The amount of Common Stock to be issued to Participants pursuant to the Plan will be calculated by reference to all shares of Common Stock owned by the Participant, whether held in its Plan account or elsewhere. |
| 5. | There will be no brokerage charges with respect to shares of Common Stock issued directly by the Corporation. However, each participant will pay the brokerage commissions incurred in connection with open-market purchases. If a stockholder has shares held by a broker, such stockholder should contact his/her broker to participate in the Plan. |
| 6. | The Plan Administrator will set up an account for shares acquired pursuant to the Plan for each stockholder who has elected to participate in the Plan (each a “Participant”). The Plan Administrator may hold each Participant’s shares, together with the shares of other Participants, in non-certificated form in the Plan Administrator’s name or that of its nominee. Upon request by a Participant, received in writing no later than three days prior to the payment date, the Plan Administrator will, instead of crediting shares to and/or carrying shares in a Participant’s account, issue, without charge to the Participant, a certificate registered in the Participant’s name for the number of whole shares payable to the Participant and a check for any fractional share. |
| 7. | The Plan Administrator will confirm to each Participant each acquisition made pursuant to the Plan as soon as practicable but not later than 10 business days after the date thereof provided all shares have been purchased. Although each Participant may from time to time have an undivided fractional interest (computed to three decimal places) in a share of Common Stock of the Corporation, no certificates for a fractional share will be issued. However, dividends and distributions on fractional shares will be credited to each Participant’s account. In the event of termination of a Participant’s account under the Plan, the Plan Administrator will adjust for any such undivided fractional interest in cash at the market value of the Corporation’s shares at the time of termination. |
| 8. | The Plan Administrator will forward to each Participant any Corporation-related proxy solicitation materials and each Corporation report or other communication to stockholders, and will vote any shares held by it under the Plan in accordance with the instructions set forth on proxies returned by Participants to the Corporation. |
| 9. | In the event that the Corporation makes available to its stockholders rights to purchase additional shares or other securities, the shares held by the Plan Administrator for each Participant under the Plan will be added to any other shares |
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| held by the Participant in certificated form in calculating the number of rights to be issued to the Participant. Transaction processing may be either curtailed or suspended until the completion of any stock dividend, stock split or corporate action. |
| 10. | The Plan Administrator’s service fee, if any, and expenses for administering the Plan will be paid for by the Corporation. |
| 11. | Each Participant may terminate his, her or its account under the Plan by so notifying the Plan Administrator via the Plan Administrator’s website at www.amstock.com, by filling out the transaction request form located at the bottom of the Participant’s Statement and sending it to American Stock Transfer & Trust Company LLC, PO Box 922, Wall Street Station, New York, NY 10269-0560 or by calling the Plan Administrator’s Interactive Voice Response System at (866) 710-4835. Such termination will be effective immediately if the Participant’s notice is received by the Plan Administrator at least three days prior to any dividend or distribution record date; otherwise, such termination will be effective only with respect to any subsequent dividend or distribution. The Plan may be terminated by the Corporation upon notice in writing mailed to each Participant at least 30 days prior to any payment date for the payment of any dividend or distribution by the Corporation. Upon any termination, the Plan Administrator will cause a certificate or certificates to be issued for the full shares held for the Participant under the Plan and a cash adjustment for any fractional share to be delivered to the Participant without charge to the Participant. If a Participant elects by his, her or its written notice to the Plan Administrator in advance of termination to have the Plan Administrator sell part or all of his, her or its shares and remit the proceeds to the Participant, the Plan Administrator is authorized to deduct a $15.00 transaction fee plus a $0.10 per share brokerage commission from the proceeds. |
| 12. | These terms and conditions may be amended or supplemented by the Corporation at any time but, except when necessary or appropriate to comply with applicable law or the rules or policies of the Securities and Exchange Commission or any other regulatory authority, only by mailing to each Participant appropriate written notice at least 30 days prior to the effective date thereof. The amendment or supplement shall be deemed to be accepted by each Participant unless, prior to the effective date thereof, the Plan Administrator receives written notice of the termination of his, her or its account under the Plan. Any such amendment may include an appointment by the Plan Administrator in its place and stead of a successor agent under these terms and conditions, with full power and authority to perform all or any of the acts to be performed by the Plan Administrator under these terms and conditions. Upon any such appointment of any agent for the purpose of receiving dividends and distributions, the Corporation will be authorized to pay to such successor agent, for each Participant’s account, all dividends and distributions payable on shares of the Corporation held in the Participant’s name or under the Plan for retention or application by such successor agent as provided in these terms and conditions. |
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| 13. | The Plan Administrator will at all times act in good faith and use its best efforts within reasonable limits to ensure its full and timely performance of all services to be performed by it under this Plan and to comply with applicable law, but assumes no responsibility and shall not be liable for loss or damage due to errors unless such error is caused by the Plan Administrator’s negligence, bad faith, or willful misconduct or that of its employees or agents. This limitation of liability does not constitute a waiver of any rights a Participant might have under applicable federal securities laws. |
| 14. | These terms and conditions shall be governed by the laws of the Commonwealth of Massachusetts. |
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April 22, 2010
By and on behalf of
THL CREDIT, INC.
| /s/ James K. Hunt | ||
| By: | James K. Hunt | |
| Title: | Chief Executive Officer | |
By and on behalf of
AMERICAN STOCK TRANSFER AND TRUST COMPANY LLC
| /s/ Thomas J. Brienza | ||
| By: | Thomas J. Brienza | |
| Title: | Senior Vice President | |
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