Exhibit 10.2


 


Execution Version


 


AMENDMENT NO. 2 TO AMENDED AND RESTATED
SENIOR

SECURED TERM LOAN CREDIT AGREEMENT 


 


This AMENDMENT NO. 2 (this “Amendment)
dated as of February 8, 2017, is made with respect to the Amended and Restated Senior Secured Term Loan Credit Agreement, dated
as of July 28, 2015 (as amended by that certain Amendment No. 1 to Amended and Restated Senior Secured Term Loan Credit Agreement,
dated as of September 16, 2016, and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among MEDLEY CAPITAL CORPORATION, a Delaware corporation (the “Borrower”), the several
banks and other financial institutions or entities from time to time party to the Credit Agreement as lenders (the “Lenders”),
ING CAPITAL LLC, as administrative agent for the Lenders under the Credit Agreement (in such capacity, together with its successors
in such capacity, the “Administrative Agent”), and solely for purposes of Section 2.8, MCC INVESTMENT HOLDINGS
LLC, a Delaware limited liability company (“MCCIH”), MCC INVESTMENT HOLDINGS SENDERO LLC, a Delaware limited
liability company (“MCCIHS”), MCC INVESTMENT HOLDINGS RT1 LLC, a Delaware limited liability company (“MCC
RT1”), MCC INVESTMENT HOLDINGS OMNIVERE LLC, a Delaware limited liability company (“MCC Omnivere”),
MCC INVESTMENT HOLDINGS AMVESTAR, LLC, a Delaware limited liability company (“MCC Amvestar”), MCC INVESTMENT
HOLDINGS AAR, LLC, a Delaware limited liability company (together with MCCIH, MCCIHS, MCC RT1, MCC Omnivere and MCC Amvestar, the
“Subsidiary Guarantors”, and together with the Borrower, the “Obligors”). Capitalized terms
not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement (as amended hereby).


 


WITNESSETH:


 


WHEREAS, pursuant to the Credit Agreement,
the Lenders have made certain loans and other extensions of credit to the Borrower; and


 


WHEREAS, the Borrower has requested that the
Lenders and the Administrative Agent amend certain provisions of the Credit Agreement and the Lenders signatory hereto and the
Administrative Agent have agreed to do so on the terms and subject to the conditions contained in this Amendment.


 


NOW THEREFORE, in consideration of the promises
and the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:


 


SECTION I AMENDMENT TO
CREDIT AGREEMENT


 


Effective as of the Effective Date (as defined
below), and subject to the terms and conditions set forth below, the Credit Agreement is hereby amended as follows:


 


(a)Section 6.12 of the Credit
Agreement is hereby amended by deleting the word “or” immediately prior to clause (b) therein and adding the following
clause (c) to the end thereof:


 




     


     


    

 


“or (c) payments, prepayments or redemptions of
principal and of interest (or fees, expenses, charges or other amounts) in respect of (or in connection with) the 2019 Notes in
an aggregate amount not to exceed $1,500,000.”


 


SECTION II MISCELLANEOUS


 


2.1.           Conditions to Effectiveness of
Amendment. This Amendment shall become effective as of the date (the “Effective Date”) on which the Borrower
and each Subsidiary Guarantor party hereto have satisfied each of the following conditions precedent (unless a condition shall
have been waived in accordance with Section 9.02 of the Credit Agreement):


 


(a)Documents. The Administrative
Agent shall have received each of the following documents, each of which shall be reasonably satisfactory to the Administrative
Agent in form and substance:


 


(1)Executed Counterparts.
From each of the Required Lenders, the Administrative Agent and the Obligors, either (1) a counterpart of this Amendment signed
on behalf of such party or (2) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission
or electronic mail of a signed signature page to this Amendment) that such party has signed a counterpart of this Amendment.


 


(2)Revolving Credit Amendment
No. 1. The Amendment No. 1, dated as of the date hereof, with respect to the Amended and Restated Senior Secured Revolving
Credit Agreement, dated as of July 28, 2015 (as amended by that certain Amendment No. 1 to Senior Secured Revolving Credit Agreement,
dated as of September 16, 2016, and as further amended, restated, supplemented or otherwise modified from time to time, the “Revolving
Credit Agreement”), among the Borrower, the lenders party thereto and ING Capital LLC, as administrative agent for the
lenders under the Revolving Credit Agreement, duly executed and delivered by each of the parties thereto.


 


(b)Fees and Expenses.
The Borrower shall have paid in full to the Administrative Agent and the Lenders all fees and expenses owing related to this Amendment
and the Credit Agreement owing on Effective Date due to any Lender on the Effective Date.


 


(c)Other Documents. The
Administrative Agent shall have received such other documents, instruments, certificates, opinions and information as the Administrative
Agent may reasonably request in form and substance satisfactory to the Administrative Agent.


 


The contemporaneous exchange and release
of executed signature pages by each of the Persons contemplated to be a party hereto shall render this Amendment effective and
any such exchange and release of such executed signature pages by all such persons shall constitute satisfaction or waiver (as
applicable) of any condition precedent to such effectiveness set forth above.


 


2.2.           Representations and Warranties.
To induce the other parties hereto to enter into this Amendment, the Borrower represents and warrants to the Administrative Agent
and each of the Lenders that, as of the Effective Date and after giving effect to this Amendment:


 




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(a) This Amendment has been
duly authorized, executed and delivered by the Borrower and the Subsidiary Guarantors, and constitutes a legal, valid and binding
obligation of the Borrower and the Subsidiary Guarantors enforceable in accordance with its terms. The Credit Agreement, as amended
by the Amendment, constitutes the legal, valid and binding obligation of the Borrower enforceable in accordance with its respective
terms.


 


(b)The representations and warranties
set forth in Article 3 of the Credit Agreement as amended by this Amendment and the representations and warranties in each other
Loan Document are true and correct in all material respects (other than any representation or warranty already qualified by materiality
or Material Adverse Effect, which shall be true and correct in all respects) on and as of the Effective Date or as to any such
representations and warranties that refer to a specific date, as of such specific date, with the same effect as though made on
and as of the Effective Date.


 


(c)No Default or Event of Default
has occurred or is continuing under the Credit Agreement.


 


2.3.           Counterparts. This Amendment
may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an
original, but all of which when taken together shall constitute a single contract. This Amendment constitutes the entire contract
between and among the parties relating to the subject matter hereof and supersedes any and all previous agreements and understandings,
oral or written, relating to the subject matter hereof. Delivery of an executed counterpart of this Amendment by telecopy or electronic
mail shall be effective as delivery of a manually executed counterpart of this Amendment.


 


2.4.           Payment of Expenses. The Borrower
agrees to pay and reimburse the Administrative Agent for all of its reasonable and documented out-of-pocket costs and expenses
incurred in connection with this Amendment, including, without limitation, the reasonable fees, charges and disbursements of legal
counsel to the Administrative Agent, (but excluding, for the avoidance of doubt, the allocated costs of internal counsel).


 


2.5.           GOVERNING LAW. THIS AMENDMENT
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.


 


2.6.           Incorporation of Certain Provisions.
The provisions of Sections 9.01, 9.07, 9.09, 9.10 and 9.12 of the Credit Agreement are hereby incorporated by reference with respect
to Section I.


 




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2.7.          Effect of Amendment. Except
as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise
affect the rights and remedies of the Lenders, the Administrative Agent, the Collateral Agent, the Borrower or the Subsidiary Guarantors
under the Credit Agreement or any other Loan Document, and, except as expressly set forth herein, shall not alter, modify, amend
or in any way affect any of the other terms, conditions, obligations, covenants or agreements contained in the Credit Agreement
or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect.
Nothing herein shall be deemed to entitle any Person to a consent to, or a waiver, amendment, modification or other change of,
any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document
in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions amended
herein of the Credit Agreement. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to “this
Agreement,” “hereunder,” “hereof,” “herein” or words of similar import shall mean and
be a reference to the Credit Agreement as amended by this Amendment and each reference in any other Loan Document shall mean the
Credit Agreement as amended hereby. This Amendment shall constitute a Loan Document.


 


2.8.          Consent and Affirmation. Without
limiting the generality of the foregoing, by its execution hereof, each of the Borrower and the Subsidiary Guarantors hereby to
the extent applicable as of the Effective Date (i) consents to this Amendment and the transactions contemplated, (ii) agrees that
the Guarantee and Security Agreement and each of the other Security Documents is in full force and effect, (iii) confirms its guarantee
(solely in the case of Subsidiary Guarantors) and affirms its obligations under the Guarantee and Security Agreement and confirms
its grant of a security interest in its assets as Collateral for the Secured Obligations (as defined in the Guarantee and Security
Agreement), and (iv) acknowledges and affirms that such guarantee and/or grant is in full force and effect in respect of, and to
secure, the Secured Obligations (as defined in the Guarantee and Security Agreement).


 





 



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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the day and year first
above written.


 





	 	MEDLEY CAPITAL CORPORATION, as 

Borrower


 


	 	By:	/s/ Richard T. Allorto, Jr.
	 	Name: Richard T. Allorto, Jr.
	 	Title: Chief Financial Officer


 





 




     


     


    

 


	 	MCC INVESTMENT HOLDINGS LLC, as 

Subsidiary Guarantor


 


	 	By:	/s/ Richard T. Allorto, Jr.
	 	Name: Richard T. Allorto, Jr.
	 	Title: Chief Financial Officer


 





 




     


     


    

 


	 	MCC INVESTMENT HOLDINGS SENDERO

LLC, as Subsidiary Guarantor


 


	 	By:	/s/ Richard T. Allorto, Jr.
	 	Name: Richard T. Allorto, Jr.
	 	Title: Chief Financial Officer


 





 




     


     


    

 


	 	MCC INVESTMENT HOLDINGS RT1 LLC, as 

Subsidiary Guarantor


 


	 	By:	/s/ Richard T. Allorto, Jr.
	 	Name: Richard T. Allorto, Jr.
	 	Title: Chief Financial Officer


 





 




     


     


    

 


	 	MCC INVESTMENT HOLDINGS OMNIVERE 

LLC, as Subsidiary Guarantor


 


	 	By:	/s/ Richard T. Allorto, Jr.
	 	Name: Richard T. Allorto, Jr.
	 	Title: Chief Financial Officer


 





 




     


     


    

 


	 	MCC INVESTMENT HOLDINGS AMVESTAR, 

LLC, as Subsidiary Guarantor


 


	 	By:	/s/ Richard T. Allorto, Jr.
	 	Name: Richard T. Allorto, Jr.
	 	Title: Chief Financial Officer


 





 




     


     


    

 


	 	MCC INVESTMENT HOLDINGS AAR, LLC, as 

Subsidiary Guarantor


 


	 	By:	/s/ Richard T. Allorto, Jr.
	 	Name: Richard T. Allorto, Jr.
	 	Title: Chief Financial Officer


 





 




     


     


    

 


	 	ING CAPITAL LLC, as Administrative Agent and 

a Lender


 


	 	By:	/s/ Patrick Frisch
	 	Name: Patrick Frisch
	 	Title: Managing Director


 


	 	By:	/s/ Pim Rothweiler
	 	Name: Pim Rothweiler
	 	Title: Managing Director


 





 




     


     


    

 


	 	Goldman Sachs Bank USA, as a Lender


 


	 	By:	/s/ Ushma Dedhiya
	 	Name: Ushma Dedhiya
	 	Title: Authorized Signatory


 





 




     


     


    

 


	 	KEYBANK NATIONAL ASSOCIATION, as a 

Lender


 


	 	By:	/s/ Richard Andersen
	 	Name: Richard Andersen
	 	Title: Designated Signer


 





 




     


     


    

 


	 	CITY NATIONAL BANK, as a Lender


 


	 	By:	/s/ Brandon L. Feitelson
	 	Name: Brandon L. Feitelson, C.F.A.
	 	Title: Senior Vice President


 





 




     


     


    

 


	 	SIGNATURE BANK, as a Lender


 


	 	By:	/s/ Richard Ohl
	 	Name: Richard Ohl
	 	Title: Vice President


 





 




     


     


    

 


	 	JPMORGAN CHASE BANK, N.A., as a Lender


 


	 	By:	/s/ Michael Kusner
	 	Name: Michael Kusner
	 	Title: Vice President


 





 




     


     


    

 


	 	BANKUNITED N.A., as a Lender


 


	 	By:	/s/ Kenneth Lipke
	 	Name: Kenneth Lipke
	 	Title: Vice President