Exhibit 10.2


 


EXECUTION VERSION





 


SECOND AMENDMENT

Dated as of June 17, 2022

to

REVOLVING CREDIT AND SECURITY AGREEMENT

Dated as of February 1, 2022








 


This SECOND AMENDMENT TO
REVOLVING CREDIT AND SECURITY AGREEMENT, dated as of June 17, 2022 (this “Amendment”), is entered into by
and between STELLUS PRIVATE CREDIT BDC, a Delaware statutory trust that is regulated under the 1940 Act (“Borrower”),
and SIGNATURE BANK, as lender under the Credit Agreement (as defined below) (“Signature Bank”).


 


RECITALS


 


WHEREAS, Borrower and Signature
Bank are parties to that certain Revolving Credit and Security Agreement, dated as of February 1, 2022 (as amended by that certain
First Amendment to Revolving Credit and Security Agreement dated as of May 5, 2022 and as further amended, restated, supplemented
or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”);


 


WHEREAS, the parties hereto
wish to make certain changes to the Credit Agreement as further described herein.


 


NOW, THEREFORE, in consideration
of the premises and the mutual agreements contained herein and in the Credit Agreement, the parties hereto agree as follows:


 


Section 1.         Definitions.
All capitalized terms not otherwise defined herein are used as defined in the Credit Agreement.


 


Section 2.         Changes
to the Credit Agreement. Effective as of the Effective Date (as defined below), the Credit Agreement is hereby amended as follows:


 


2.1.            The
definition of “Maximum Commitment Amount” in Section 1.1 of the Credit Agreement is hereby amended and restated in its
entirety as follows:


 


““Maximum Commitment
Amount” means $100,000,000, as it may be reduced pursuant to the terms of Section 3.5(a) or increased
pursuant to the terms of Section 3.5(b).”


 


2.2.            Schedule
II to the Credit Agreement is hereby amended and restated in its entirety as set forth on Annex A hereto.


 






    


     


    




 


Section 3.         Conditions
Precedent to Closing. Section 2 hereof shall become effective on the date (the “Effective Date”) upon
which each of the following conditions precedent has been satisfied or waived:





 


3.1.            Signature
Bank shall have received a counterpart (or counterparts) of this Amendment, executed and delivered by Borrower, or other evidence satisfactory
to Signature Bank of the execution and delivery of this Amendment by Borrower;


 


3.2.            Signature
Bank shall have received (a) resolutions of Borrower, authorizing the entry into this Amendment, certified by a Responsible Officer
of Borrower as correct and complete copies thereof and in effect on the date hereof, and (b) a favorable opinion of counsel to Borrower
in form and substance reasonably satisfactory to Signature Bank and its counsel, dated as of the Effective Date;


 


3.3.            Borrower
shall have paid to Signature Bank an increase facility fee in an amount equal to $39,554.79, which amount shall be payable to Signature
Bank and shall be fully earned as of the Effective Date, non-refundable and not creditable against any other fee due and owing under
the Loan Documents; and


 


3.4.            Borrower
shall have paid all fees and other amounts due and payable on or prior to the date hereof pursuant to the Loan Documents and, to the
extent invoiced at least two (2) Business Days prior to the date hereof, including, without limitation, payment of all reasonable
expenses required to be reimbursed or paid by Borrower hereunder, including the reasonable and documented fees and disbursements of Cadwalader,
Wickersham & Taft LLP.


 


Section 4.         Miscellaneous.


 


4.1.            Reaffirmation
of Covenants, Representations and Warranties. Upon the effectiveness of this Amendment, Borrower hereby reaffirms all covenants applicable
to it, and confirms the representations and warranties set forth in the Credit Agreement and the other Loan Documents are true and correct
in all material respects; provided that to the extent such representations and warranties were made as of an earlier specific
date, the same shall continue, as of the Effective Date, to be true and correct in all material respects as of such earlier specific
date.


 


4.2.            Representations
and Warranties. Borrower hereby represents and warrants that (i) this Amendment constitutes a legal, valid and binding obligation
of such Person, enforceable against it in accordance with its terms, subject to Debtor Relief Laws and general equitable principles (whether
considered a proceeding in equity or at law), and (ii) upon the Effective Date and immediately after giving effect thereto, no Potential
Default or Event of Default shall exist.


 


4.3.            References
to the Credit Agreement. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”,
 “hereunder”, “hereof”, “herein”, or words of like import shall mean and be a reference to the Credit
Agreement as amended hereby, and each reference to the Credit Agreement in any other document, instrument or agreement executed and/or
delivered in connection with the Credit Agreement shall mean and be a reference to the Credit Agreement as amended hereby.


 






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4.4.            Effect
on Credit Agreement. Except as specifically amended above, the Credit Agreement and all other Loan Documents executed and/or delivered
in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.








 


4.5.            No
Waiver. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of
Signature Bank under the Credit Agreement or any other document, instrument or agreement executed in connection therewith, nor constitute
a waiver of any provision contained therein, except as specifically set forth herein.


 


4.6.            Governing
Law. This Amendment and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance
with, the law of the State of New York.


 


4.7.            Successors
and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors
and permitted assigns.


 


4.8.            Headings.
Section headings in this Amendment are for reference only and shall in no way affect the interpretation of this Amendment.


 


4.9.            Counterparts.
This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement,
and any of the parties hereto may execute this Amendment by signing any such counterpart. Delivery of an executed counterpart hereof,
or a signature page hereto, by facsimile or in a .pdf or similar file shall be effective as delivery of a manually executed original
counterpart thereof.


 


[Signatures Follow]


 






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


 


	 	BORROWER:
	 	
	 	STELLUS
    PRIVATE CREDIT BDC, a Delaware statutory trust that is regulated under the 1940 Act
	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:
     	 








 


Signature – Stellus BDC

Second Amendment to Revolving Credit and Security Agreement


 






    


     


    

 





	 	LENDER:
	 	
	 	SIGNATURE
    BANK, as Lender
	 	 
	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:
     	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 		Name:	 
	 	 	Title:	 












 


Signature – Stellus BDC

Second Amendment to Revolving Credit and Security Agreement


 






    


     


    







 


Annex A to Second Amendment


 


SCHEDULE II


 


Lender Commitments and Related Information


 


Commitment: $100,000,000


 


Notice address for Signature Bank:


 


Signature Bank





1400 Broadway, 26th Fl,





New York NY 10018





Attention: Trevor Freeman, Managing Director





Telephone: (646) 968-4337





Telefax: (646) 927-4015


Email: trfreeman@signatureny.com