Exhibit 10.2


 


FIRST
AMENDMENT AGREEMENT

TO

U.S. PB AGREEMENT 


 


AMENDMENT
AGREEMENT (“Amendment”) dated as of May 4, 2016 to the U.S. PB Agreement dated as of December 11, 2013 (the
“Agreement”) between BNP Paribas Prime Brokerage, Inc., on behalf of itself and as agent for the BNPP Entities
(“BNPP PB, Inc.”) and Berwyn Funding LLC (“Customer”). 


 


WHEREAS,
the parties hereto desire to amend the Agreement as provided herein;


 


NOW
THEREFORE, in consideration of the mutual agreements provided herein, the parties agree to amend the Agreement as follows:


 


	1.	Amendment
                                         to Exhibit C to the Agreement.



  


The
Agreement is hereby amended by adding a new Exhibit C (‘Prime Brokerage Terms’) in the form attached hereto as Exhibit
I. 


 


	2.	Representations



 


Each
party represents to the other party that all representations contained in the Agreement are true and accurate as of the date of
this Amendment and that such representations are deemed to be given or repeated by each party, as the case may be, on the date
of this Amendment, in each case, however, except for any representation that refers to a specific date, as to which each party
represents to the other party that such representation is true and accurate as of such specific date and is deemed to be given
or repeated by each party, as the case may be, as of such specific date. 


 


	3.	Miscellaneous



  


		(a)	Definitions.
                                         Capitalized terms used in this Amendment and not otherwise defined herein shall have
                                         the meanings specified for such terms in the Agreement.



 


		(b)	Entire
                                         Agreement. The Agreement as amended and supplemented by this Amendment constitutes
                                         the entire agreement and understanding of the parties with respect to its subject matter
                                         and supersedes all oral communications and prior writings (except as otherwise provided
                                         herein) with respect thereto. Except as expressly set forth herein, the terms and conditions
                                         of the Agreement remain in full force and effect.



 


		(c)	Counterparts.
                                         This Amendment may be executed and delivered in counterparts (including by facsimile
                                         transmission), each of which will be deemed an original.



 


		(d)	Headings.
                                         The headings used in this Amendment are for convenience of reference only and are
                                         not to affect the construction of or to be taken into consideration in interpreting this
                                         Amendment.



 


		(e)	Governing
                                         Law. This Amendment will be governed by and construed in accordance with the laws
                                         of the State of New York (without reference to choice of law doctrine).



 


(Signature
page follows)


 


    1 


     


    

 


IN
WITNESS WHEREOF the parties have executed this Amendment with effect from the first date specified on the first page of this
Amendment.





	 	 	 	 	 
	BNP
    PARIBAS PRIME BROKERAGE, INC.	 	BERWYN
    FUNDING LLC 
	 	 	 
	/s/ Jeffrey
    Lowe	 	 	/s/ Gerald F. Stahlecker	 
	Name: Jeffrey Lowe	 	Name: Gerald F. Stahlecker
	Title:   Managing Director	 	Title:   Executive Vice President



	 	 
	/s/ JP Muir	 
	Name: JP Muir
	Title:   Managing Director



 



    2 


     


    

 


Exhibit I


 


See attached.


 






    3 


     


    

 


Exhibit
C to U.S. PB Agreement – Prime Brokerage Terms


 


The
Prime Brokerage Terms (the “PB Terms”) are entered into between Customer and BNP Paribas Prime Brokerage, Inc.
(“BNPP PB”), on behalf of itself and as agent for the BNPP Entities. The PB Terms are incorporated as an exhibit
to the U.S. PB Agreement (the “Agreement”) and set forth certain additional terms and conditions on which BNPP
PB will open and maintain Accounts (as defined in the Account Agreement) for margin, execution, settlement and other products
or services for prime brokerage pursuant to the Account Agreement between BNPP PB and Customer (the “Account Agreement”).
In the event of any inconsistency between any term of the PB Terms and the Account Agreement, the PB Terms shall control. All
capitalized terms used but not defined herein shall have the meaning set forth in the Agreement. For the avoidance of doubt, “Applicable
Law” shall include the SEC Letter. 


 



	1.	Prime
                                         Brokerage - Customer
                                         may maintain brokerage accounts with brokers other than BNPP PB (“Executing
                                         Brokers”) and may from time to time place orders with an Executing Broker,
                                         but designate BNPP PB as its “Prime Broker.”



 


		(a)	Prime
                                         Brokerage Agreements with Executing Brokers. In connection therewith, Customer
                                         hereby requests that BNPP PB act as its Prime Broker and authorizes BNPP PB (x) to execute
                                         an agreement with each Executing Broker with whom Customer engages in prime brokerage
                                         transactions (a “Prime Brokerage Agreement”), (y) to provide and obtain
                                         any relevant information relating to Customer in order for BNPP PB to establish a prime
                                         brokerage relationship on Customer’s behalf with the Executing Brokers, and (z)
                                         to perform any necessary or useful act as Prime Broker in accordance with the Account
                                         Agreement, the PB Terms or Applicable Law. Customer understands that no order may be
                                         legally accepted by BNPP PB as Prime Broker from an Executing Broker with whom BNPP PB
                                         has not entered into a Prime Brokerage Agreement.



 


		(b)	Settlement. Customer or its authorized representative will advise BNPP PB prior to the close of business (New York time) on trade date
of the details of all transactions (the “Trade Data”) effected for it by an Executing Broker. BNPP PB is authorized
to acknowledge, affirm, settle and clear all such transactions. BNPP PB is further authorized to undertake to resolve any unmatched
trade report received by it from an Executing Broker; however, Customer shall remain responsible for the ultimate resolution and
BNPP PB shall have no responsibility with respect to Trade Data not correctly transmitted to it on a timely basis by any person
or entity. If Customer has instructed Executing Brokers to send trade confirmations to Customer in care of BNPP PB, Customer understands
that such confirmations are available to Customer without charge upon request. BNPP PB may provide the Executing Brokers with
any relevant information necessary in







			order
                                         for the Executing Brokers to settle such trades.




 


		(c)	Minimum
                                         Net Equity. If Customer fails to maintain in its Accounts cash and securities with
                                         a ready market in an amount equal to or exceeding the minimum net equity required for
                                         prime brokerage customers under the SEC Letter for Customer (the “Minimum Net
                                         Equity”), and Customer does not bring its Accounts into compliance in accordance
                                         with Applicable Law, BNPP PB shall notify all Executing Brokers of this event and may
                                         be required by the SEC Letter to DK any transaction effected for Customer by an Executing
                                         Broker without notice to Customer, in which case all transactions of Customer for that
                                         day will be DK’d. BNPP PB will send a cancellation notification to Customer to
                                         offset the prior notification sent pursuant to Section 1(b) and Customer must settle
                                         outstanding trades directly with the Executing Brokers. “SEC Letter”
                                         means the Securities and Exchange Commission No-Action letter, dated January 25, 1994,
                                         relating to prime brokerage, as amended, supplemented, modified or replaced from time
                                         to time.



 


		(d)	Settlement
                                         in Bulk. BNPP PB may commingle its prime brokerage transactions with those of other
                                         accounts managed by the investment manager of Customer (“sub-accounts”)
                                         for settlement in bulk in accordance with the investment manager’s instructions.
                                         If the net equity of any sub-account is below the Minimum Net Equity, BNPP PB may be
                                         required to DK the entire transaction, in which case, prior to the DK deadline established
                                         by the SEC Letter, the investment manager may (i) resubmit the bulk trade so as to exclude
                                         those securities which were originally allocated to the sub-account failing to meet the
                                         Minimum Net Equity requirement or (ii) if permissible, re-allocate the entire prime brokerage
                                         transaction to those sub-accounts meeting the Minimum Net Equity requirement.



 


	2.	Termination
                                         of PB Terms -
                                         BNPP PB may terminate the PB Terms at any time for any reason by giving notice of termination
                                         to Customer. In the event of such termination, BNPP PB continues to have its rights under
                                         the SEC Letter to cease the clearance and settlement of any transactions for Customer
                                         executed but not settled prior to such notice of termination. The PB Terms shall terminate
                                         immediately upon the termination of the Account Agreement.