Exhibit
10.2


 


Facility Amount Increase
Request


 


January 19, 2021


 


To:       KeyBank
National Association, as Administrative Agent for the Lenders parties to the Amended and Restated Revolving Credit and
Security Agreement dated as of May 1, 2020 (as extended, renewed, amended or restated from time to time, the “Credit
Agreement”), among MC Income Plus Financing SPV LLC, a Delaware
limited liability company, as borrower (together with its permitted successors and assigns, the “Borrower”); Monroe
Capital Income Plus Corporation, a Maryland corporation, as the collateral manager (together with its permitted
successors and assigns, the “Collateral Manager”); the Lenders from time to time party thereto; KeyBank
National Association, as administrative agent (in such capacity, together with its successors and assigns, the “Administrative
Agent”); U.S. Bank National Association, as collateral agent; U.S.
Bank National Association, as document custodian; and U.S. Bank National
Association, as collateral administrator.


 


Ladies and Gentlemen:


 


The Borrower hereby
refers to the Credit Agreement and requests that the Administrative Agent consent to an increase in the Facility Amount (the “Facility
Amount Increase”), in accordance with Section 2.15 of the Credit Agreement, to be effected by the addition
of Bank Leumi, USA (the “New Lender”) as a Lender under the terms of the Credit Agreement. Capitalized terms
used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement.


 


After giving effect
to such Facility Amount Increase, the Commitment of the New Lender shall be $25,000,000. For the avoidance of doubt, after giving
effect to this Facility Amount Increase, Schedule 1 to the Credit Agreement shall be as set forth on Schedule I attached hereto
and made a part hereof.


 


1.          The New Lender
hereby confirms that it has received a copy of the Facility Documents and the exhibits related thereto, together with copies
of the documents which were required to be delivered under the Credit Agreement as a condition to the making of the Advances
and other extensions of credit thereunder. The New Lender acknowledges and agrees that it has made and will continue to make,
independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and
information as it has deemed appropriate, its own credit analysis and decisions relating to the Credit Agreement. The New
Lender further acknowledges and agrees that the Administrative Agent has not made any representations or warranties about the
credit worthiness of the Borrower or any other party to the Credit Agreement or any other Facility Document or with respect
to the legality, validity, sufficiency or enforceability of the Credit Agreement or any other Facility Document or the value
of any security therefor.


 






     


     


    

 


2.          Except as
otherwise provided in the Credit Agreement, effective as of the date of acceptance hereof by the Administrative Agent, the
New Lender (i) shall be deemed automatically to have become a party to the Credit Agreement and the Lender Fee Letter
and have all the rights and obligations of a “Lender” under the Credit Agreement and the Lender Fee Letter
as if it were an original signatory thereto and (ii) agrees to be bound by the terms and conditions set forth in the
Credit Agreement and the Lender Fee Letter as if it were an original signatory thereto.


 


3.          The New
Lender shall deliver to the Administrative Agent such information and shall complete such forms as are reasonably requested
of the New Lender by the Administrative Agent.


 


4.          Schedule 5 to
the Credit Agreement shall be supplemented with the notice information of the New Lender set forth on Schedule II attached
hereto and made a part hereof.


 


This
Agreement shall be deemed to be a contractual obligation under, and shall be governed by and construed in accordance with, the
laws of the state of New York.


 


The Facility Amount
Increase shall be effective when the executed consent of the Administrative Agent and each affected Lender is received or otherwise
in accordance with Section 2.15 of the Credit Agreement, but not in any case prior to January 19, 2021. It shall be
a condition to the effectiveness of the Facility Amount Increase that all expenses referred to in Section 2.15 of the
Credit Agreement shall have been paid.


 


The Borrower hereby
certifies that no Default or Event of Default has occurred and is continuing.


 


Please indicate the
Administrative Agent’s consent to such Facility Amount Increase by signing the enclosed copy of this letter in the space
provided below.


 



    -2-


     


    

 


	 	Very
    truly yours,
	 	 
	 	MC
    Income Plus Financing SPV LLC
	 	 
	 	By:
    Monroe Capital Income Plus Corporation, as Designated Manager
	 	 
	 	By	/s/
    Aaron D. Peck
	 		Name:
    Aaron D. Peck
	 		Title:
    Chief Financial Officer




 


	 	Bank
    Leumi, USA
	 	 
	 	By	/s/
    Phil McCaulay
	 		Name
    Phil McCaulay
	 		Title
    FVP




 


	 	By	/s/
    Nancy Ianotta
	 		Name
    Nancy Ianotta
	 		Title
    VP




 


The undersigned hereby consents on this 19th
day of January, 2021, to the above-requested Facility Amount Increase.


 


KeyBank National Association,
as Administrative Agent


 


	By	/s/ Richard Andersen	 




	 	Name	Richard Andersen	 




	 	Title	Senior Vice President