AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of July 28, 2015 among MEDLEY CAPITAL CORPORATION, as Borrower The LENDERS Party Hereto and ING CAPITAL LLC, as Administrative Agent, Arranger and BookrunnerSenior Secured Revolving Credit Agreement • July 30th, 2015 • Medley Capital Corp • New York
AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of July 28, 2015 (this “Agreement”), among MEDLEY CAPITAL CORPORATION, a Delaware corporation (the “Borrower”), the LENDERS party hereto, and ING CAPITAL LLC, as Administrative Agent (in such capacity, the “Administrative Agent”).
PHENIXFIN CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • November 12th, 2021 • PhenixFIN Corp • New York
PhenixFIN Corporation, a Delaware corporation (the “Company”) confirms with Oppenheimer & Co. Inc. (“OpCo”) and each of the other underwriters named in Exhibit A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as provided in Section 8 hereof), for whom OpCo is acting as the representative (in such capacity, the “Representative”) with respect to the issuance and sale by the Company of $50,000,000 aggregate principal amount (the “Initial Securities”) of the Company’s 5.25% notes due 2028 (the “Notes”), and the purchase by the Underwriters, acting severally and not jointly, of the aggregate principal amount of Initial Securities set forth opposite their respective names in Exhibit A hereto, and with respect to the grant by the Company to the Underwriters of the option described in Section 3(b) hereof to purchase all or any part of $7,500,000 aggregate principal amount of Notes (the “Option Securities”) to cover over-allotments, if any. T
Underwriting AgreementUnderwriting Agreement • August 26th, 2014 • Medley Capital Corp • New York
Medley Capital Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this underwriting agreement (the “Underwriting Agreement”), to sell to the Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of 5,000,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 750,000 additional shares (the “Optional Shares”) of common stock, $0.001 par value per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 3 hereof being collectively called the “Shares”).
GUARANTEE, PLEDGE AND SECURITY AGREEMENT dated as of August 4, 2011 among MEDLEY CAPITAL CORPORATION, as Borrower The SUBSIDIARY GUARANTORS Party Hereto ING CAPITAL LLC, as Administrative Agent Each FINANCING AGENT and DESIGNATED INDEBTEDNESS HOLDER...Guarantee, Pledge and Security Agreement • August 9th, 2011 • Medley Capital Corp • New York
GUARANTEE, PLEDGE AND SECURITY AGREEMENT, dated as of August 4, 2011 (as amended, supplemented, or otherwise modified from time to time, this “Agreement”), among Medley Capital Corporation, a corporation duly organized and validly existing under the laws of the State of Delaware (the “Borrower”), MOF I BDC LLC, a Delaware limited liability company, and each other entity that becomes a “SUBSIDIARY GUARANTOR” after the date hereof pursuant to Section 7.05 hereof (collectively, the “Subsidiary Guarantors” and, together with the Borrower, the “Obligors”), ING CAPITAL LLC, as administrative agent for the parties defined as “Lenders” under the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the “Administrative Agent”), each “Financing Agent” or “Designated Indebtedness Holder” that becomes a party hereto after the date hereof pursuant to Section 6.01 hereof and ING CAPITAL LLC, as collateral agent for the Secured Parties hereinafter referr
MEDLEY CAPITAL CORPORATION Issuer and U.S. BANK NATIONAL ASSOCIATION Trustee Indenture Dated as of February 7, 2012 Providing for the Issuance of Debt Securities MEDLEY CAPITAL CORPORATION Reconciliation and tie between Trust Indenture Act of 1939 and...Indenture • February 13th, 2012 • Medley Capital Corp • New York
EXHIBIT A-1: FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE
AMENDED AND RESTATED SENIOR SECURED TERM LOAN CREDIT AGREEMENT dated as of July 28, 2015 among MEDLEY CAPITAL CORPORATION, as Borrower The LENDERS Party Hereto and ING CAPITAL LLC, as Administrative Agent, Arranger and BookrunnerSenior Secured Term Loan Credit Agreement • July 30th, 2015 • Medley Capital Corp • New York
AMENDED AND RESTATED SENIOR SECURED TERM LOAN CREDIT AGREEMENT dated as of July 28, 2015 (this “Agreement”), among MEDLEY CAPITAL CORPORATION, a Delaware corporation (the “Borrower”), the LENDERS party hereto, and ING CAPITAL LLC, as Administrative Agent (in such capacity, the “Administrative Agent”).
Underwriting AgreementUnderwriting Agreement • December 17th, 2015 • Medley Capital Corp • New York
Medley Capital Corporation, a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated in this underwriting agreement (the “Underwriting Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters"), $70,762,825 aggregate principal amount of 6.500% Senior Notes due 2021 (the "Senior Notes") of the Company and, at the election of the Underwriters pursuant to the option described in Section 3 hereof, an additional $10,614,424 aggregate principal amount of Senior Notes.
FORM OF ADMINISTRATION AGREEMENTAdministration Agreement • June 10th, 2010 • Medley Capital BDC LLC • New York
AGREEMENT (this “Agreement”) made as of [___], 2010 by and between Medley Capital Corporation, a Delaware corporation (hereinafter referred to as the “Corporation”), and MCC Advisors LLC, a Delaware limited liability company (hereinafter referred to as the “Administrator”).
INCREMENTAL ASSUMPTION AGREEMENT dated as of September 25, 2012, made by Stamford First Bank, a division of The Bank of New Canaan, as Assuming Lender relating to the SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of August 4, 2011, and Amended by...Incremental Assumption Agreement • September 28th, 2012 • Medley Capital Corp • New York
INCREMENTAL ASSUMPTION AGREEMENT, dated as of September 25, 2012 (this “Assumption Agreement”), by and among MEDLEY CAPITAL CORPORATION (the “Borrower”), MOF I BDC LLC (the “Subsidiary Guarantor”), ING CAPITAL LLC, in its capacity as Administrative Agent (the “Administrative Agent”), and Stamford First Bank, a division of The Bank of New Canaan, as assuming lender (the “Assuming Lender”), relating to the SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of August 4, 2011 (as amended by Amendment No.1, dated as of August 31, 2012, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Administrative Agent and the several banks and other financial institutions or entities from time to time party to the Credit Agreement.
AGREEMENT AND PLAN OF MERGER by and between MEDLEY CAPITAL CORPORATION and SIERRA INCOME CORPORATION DATED AS OF AUGUST 9, 2018Merger Agreement • August 15th, 2018 • Medley Capital Corp • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of August 9, 2018 (this “Agreement”), by and between Medley Capital Corporation, a Delaware corporation (“MCC”), and Sierra Income Corporation, a Maryland corporation (“SIC”).
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and between MEDLEY CAPITAL CORPORATION and SIERRA INCOME CORPORATION DATED AS OF JULY 29, 2019Agreement and Plan of Merger • August 2nd, 2019 • Medley Capital Corp • Delaware
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of July 29, 2019 (this “Agreement”), by and between Medley Capital Corporation, a Delaware corporation (“MCC”), and Sierra Income Corporation, a Maryland corporation (“SIC”).
SETTLEMENT TERM SHEETSettlement Agreement • April 17th, 2019 • Medley Capital Corp
AMENDMENT NO. 1 TO AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENTSenior Secured Revolving Credit Agreement • September 22nd, 2016 • Medley Capital Corp • New York
This AMENDMENT NO. 1 (this “Amendment) dated as of September 16, 2016, is made with respect to the Amended and Restated Senior Secured Revolving Credit Agreement, dated as of July 28, 2015 (as 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 2.9, 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 OMNIVE
45534534.1 Fund in connection with any certification required of the Fund pursuant to the Sarbanes-Oxley Act of 2002 (“SOX Act”) or any rules or regulations promulgated by the U.S. Securities and Exchange Commission (“SEC”) thereunder, provided the...Fund Accounting Servicing Agreement • December 11th, 2020 • Medley Capital Corp
Underwriting AgreementUnderwriting Agreement • April 25th, 2014 • Medley Capital Corp • New York
Medley Capital Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this underwriting agreement (the “Underwriting Agreement”), to sell to the Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of 6,000,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 900,000 additional shares (the “Optional Shares”) of common stock, $0.001 par value per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 3 hereof being collectively called the “Shares”).
FORM OF CUSTODY AGREEMENT dated as of November [__], 2010 by and between MEDLEY CAPITAL CORPORATION (“Company”) andCustody Agreement • November 23rd, 2010 • Medley Capital BDC LLC • Massachusetts
THIS CUSTODY AGREEMENT (this “Agreement”) is dated as of [________], 2010 and is by and between Medley Capital Corporation (and any successor or permitted assign), a corporation organized under the laws of [__________], having its principal place of business at 375 Park Avenue, Suite 3304, New York, New York 10152, and U.S. BANK NATIONAL ASSOCIATION (or any successor or permitted assign acting as custodian hereunder, the “Custodian”), a national banking association having a place of business at One Federal Street, Boston, MA 02110.
FORM OF AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • December 10th, 2013 • Medley Capital Corp • New York
AGREEMENT, dated as of January 19, 2014, between Medley Capital Corporation, a Delaware corporation (the “Corporation”), and MCC Advisors LLC (the “Adviser”), a Delaware limited liability company.
FIRST AMENDMENT TO CREDIT AGREEMENT AND CONSENTCredit Agreement • May 10th, 2024 • PhenixFIN Corp
This FIRST AMENDMENT TO CREDIT AGREEMENT AND CONSENT, dated as of February 21, 2024 (this “Amendment”), is among PhenixFIN Corporation, a Delaware corporation, as Borrower, the other Loan Parties party hereto, the Lenders party hereto, and Woodforest National Bank, as Administrative Agent.
AMENDMENT NO. 6 TO SENIOR SECURED REVOLVING CREDIT AGREEMENTSenior Secured Revolving Credit Agreement • February 9th, 2015 • Medley Capital Corp • New York
This AMENDMENT NO. 6 (this “Amendment) dated as of February 2, 2015, is made with respect to the Senior Secured Revolving Credit Agreement, dated as of August 4, 2011 (as amended by that certain Amendment No. 1 to Senior Secured Revolving Credit Agreement, dated as of August 31, 2012, Amendment No. 2 to Senior Secured Revolving Credit Agreement, dated as of December 7, 2012, Amendment No. 3 to Senior Secured Revolving Credit Agreement, dated as of March 28, 2012, Amendment No. 4 to Senior Secured Revolving Credit Agreement, dated as of May 1, 2013, Amendment No. 5 to Senior Secured Revolving Credit Agreement, dated as of June 2, 2014 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 administrat
LIMITED LIABILITY COMPANY AGREEMENT OF MOF I BDC LLC Effective as of May 28, 2010Limited Liability Company Agreement • July 2nd, 2010 • Medley Capital BDC LLC • Delaware
LIMITED LIABILITY COMPANY AGREEMENT of MOF I BDC LLC (the “Company”), dated as of May 28, 2010 among Medley Opportunity Fund LP, a Delaware limited partnership (“MOF LP”), Medley Opportunity Fund Ltd., a Cayman Islands limited company (“MOF LTD”), and the Persons who become Members or holders of Membership Interests of the Company in accordance with the provisions hereof and whose names are set forth on Schedule A hereto, as may be amended from time to time.
EXPENSE SUPPORT AGREEMENTExpense Support Agreement • June 15th, 2020 • Medley Capital Corp
This AGREEMENT (this “Agreement”), is made as of June 12, 2020, by and between Medley Capital Corporation, a Delaware corporation (the “Company”), Medley LLC, a Delaware limited liability company, and MCC Advisors LLC, a Delaware limited liability company (“MCC Advisors”).
LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MCC SENIOR LOAN STRATEGY JV I LLC A Delaware Limited Liability Company Dated as of March 27, 2015Operating Agreement • March 30th, 2015 • Medley Capital Corp • Delaware
THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT of MCC Senior Loan Strategy JV I LLC (the “Company”) dated as of March 27, 2015 is entered into by and among the Persons executing this Agreement and those other Persons who become Members of the Company from time to time, as hereinafter provided.
INCREMENTAL ASSUMPTION AGREEMENT dated as of March 30, 2012, made by ONEWEST BANK, FSB, as Assuming Lender relating to the SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of August 4, 2011, among MEDLEY CAPITAL CORPORATION, as Borrower, The Several...Incremental Assumption Agreement • April 4th, 2012 • Medley Capital Corp • New York
INCREMENTAL ASSUMPTION AGREEMENT, dated as of March 30, 2012 (this “Assumption Agreement”), by and among MEDLEY CAPITAL CORPORATION (the “Borrower”), MOF I BDC LLC (the “Subsidiary Guarantor”), ING CAPITAL LLC, in its capacity as Administrative Agent (the “Administrative Agent”), and ONEWEST BANK, FSB, as assuming lender (the “Assuming Lender”), relating to the SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of August 4, 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Administrative Agent and the several banks and other financial institutions or entities from time to time party to the Credit Agreement.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MEDLEY CAPITAL BDC LLCLimited Liability Company Agreement • November 23rd, 2010 • Medley Capital BDC LLC • Delaware
AMENDMENT NO. 2 TO AMENDED AND RESTATED SENIOR SECURED TERM LOAN CREDIT AGREEMENTSenior Secured Term Loan Credit Agreement • February 10th, 2017 • Medley Capital Corp • New York
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
AMENDMENT NO. 1 TO AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • June 15th, 2020 • Medley Capital Corp
This AMENDMENT NO. 1 (this “Amendment”), dated as of June 12, 2020, is made with respect to the Amended and Restated Investment Management Agreement, dated as of January 19, 2014 (the “Agreement”), by and between Medley Capital Corporation, a Delaware corporation, and MCC Advisors LLC, a Delaware limited liability company. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
DEBT DISTRIBUTION AGREEMENTDebt Distribution Agreement • December 16th, 2016 • Medley Capital Corp • New York
JOINT FILING AGREEMENTJoint Filing Agreement • July 20th, 2015 • Medley Capital Corp • Services-allied to motion picture production
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing of a statement on Schedule 13D (including any and all amendments thereto, the “Statement”) with respect to the shares of common stock of Point.360 and further agree to the filing of this Joint Filing Agreement as an exhibit thereto. In addition, each party to this Joint Filing Agreement expressly designates each other party to this Joint Filing Agreement as its agent and attorney-in-fact, and authorizes such other party, to file and execute on its behalf any and all amendments to the Statement. This Joint Filing Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same agreement.
ContractMembership Interest Purchase Agreement • October 13th, 2020 • Medley Capital Corp • New York
AMENDMENT NO. 3 TO AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENTSenior Secured Revolving Credit Agreement • September 8th, 2017 • Medley Capital Corp • New York
This AMENDMENT NO. 3 (this “Amendment) dated as of September 1, 2017, is made 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 Amended and Restated Senior Secured Revolving Credit Agreement, dated as of September 16, 2016, and by that certain Amendment No. 2 to Amended and Restated Senior Secured Revolving Credit Agreement, dated as of February 8, 2017, 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 Sec
AMENDMENT NO. 3 TO AMENDED AND RESTATED SENIOR SECURED TERM LOAN CREDIT AGREEMENTSenior Secured Term Loan Credit Agreement • September 8th, 2017 • Medley Capital Corp • New York
This AMENDMENT NO. 3 (this “Amendment) dated as of September 1, 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 by that certain Amendment No. 2 to Amended and Restated Senior Secured Term Loan Credit Agreement, dated as of February 8, 2017, 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 Sec
INCREMENTAL ASSUMPTION AGREEMENT dated as of January 31, 2012, made by BARCLAYS BANK PLC, as Assuming Lender relating to the SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of August 4, 2011, among MEDLEY CAPITAL CORPORATION, as Borrower, The...Incremental Assumption Agreement • February 6th, 2012 • Medley Capital Corp • New York
INCREMENTAL ASSUMPTION AGREEMENT, dated as of January 31, 2012 (this “Assumption Agreement”), by and among MEDLEY CAPITAL CORPORATION (the “Borrower”), MOF I BDC LLC (the “Subsidiary Guarantor”), ING CAPITAL LLC, in its capacity as Administrative Agent (the “Administrative Agent”), and BARCLAYS BANK PLC, as assuming lender (the “Assuming Lender”), relating to the SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of August 4, 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Administrative Agent and the several banks and other financial institutions or entities from time to time party to the Credit Agreement.
SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of August 4, 2011 among MEDLEY CAPITAL CORPORATION, as Borrower The LENDERS Party Hereto and ING CAPITAL LLC, as Administrative Agent, Arranger and BookrunnerRevolving Credit Agreement • August 9th, 2011 • Medley Capital Corp • New York
SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of August 4, 2011 (this “Agreement”), among MEDLEY CAPITAL CORPORATION, a Delaware corporation (the “Borrower”), the LENDERS party hereto, and ING CAPITAL LLC, as Administrative Agent.
45534539.1 (3) Coordinate communications with, on behalf of and among the members of the Fund’s Board of Directors’ (the “Board of Directors” or the “Directors”) including by: a. Preparing reports for the Board of Directors based on financial and...Administration Servicing Agreement • December 11th, 2020 • Medley Capital Corp
FIRST AMENDMENT TO PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • December 17th, 2024 • PhenixFIN Corp
This FIRST AMENDMENT TO PLEDGE AND SECURITY AGREEMENT, dated as of February 21, 2024 (this “Amendment”), is among PhenixFIN Corporation, a Delaware corporation, as Borrower, the other Loan Parties party hereto, and Woodforest National Bank, as Administrative Agent.
