SECOND AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.21

Conformed copy

SECOND AMENDMENT TO CREDIT AGREEMENT

THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of June 21, 2018 (this “Second Amendment”), by and among BNP Paribas and each of the other lenders from time to time a party hereto, (the “Lenders”), JMP Credit Advisors CLO V Ltd. (the “Borrower”), BNP Paribas, as administrative agent (the “Administrative Agent”), JMP Credit Advisors LLC (the “Collateral Manager”), JMP Investment Holdings LLC (the “Preferred Investor”).

WITNESSETH:

WHEREAS, the Lenders, the Borrower, the Administrative Agent, the Collateral Manager and the Preferred Investor have previously entered into that certain Credit Agreement, dated July 31, 2017 (as amended by that certain First Amendment to the Credit Agreement dated as of May 2, 2018, the “Agreement”); and

WHEREAS, the Lenders, the Borrower, the Administrative Agent, the Collateral Manager and the Preferred Investor desire to amend certain provisions of the Agreement;

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

Section 1.     Definitions. For purposes of this Second Amendment, capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Agreement.

Section 2.     Amendment.

(a)     Section 1(a) of the Agreement is hereby amended by:

(i)     replacing the definition of “Maximum Facility Amount” in its entirety with the following new definition: ""Maximum Facility Amount" means U.S.$340,000,000."; and     

(b)     Schedule B of the Agreement is hereby amended by deleting the language in the right column under the heading “Individual Lender Maximum Funding Amount” in its entirety and replacing it with "U.S.$340,000,000".

Section 3.     Agreement Otherwise Unchanged. Except as herein provided, the Agreement shall remain unchanged and in full force and effect, and each reference to the Agreement, and words of similar import in the Agreement, each as amended hereby, respectively, shall be a reference to the Agreement, as amended hereby, and as the same may be further amended, supplemented and otherwise modified and in effect from time to time.

Section 4.     Effective Date. This Second Amendment shall become effective as of the date first above written upon the execution and delivery hereof by each of the parties hereto.

Section 5.     GOVERNING LAW. THIS SECOND AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATING TO THIS SECOND AMENDMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

Section 6.     Severability. Each provision of this Second Amendment shall be severable from every other provision of this Second Amendment for the purpose of determining the legal enforceability of any provision hereof, and the unenforceability of one or more provisions of this Second Amendment in one jurisdiction shall not have the effect of rendering such provision or provisions unenforceable in any other jurisdiction.

Section 7.     Counterparts. This Second Amendment may be executed by the parties hereto in separate counterparts, each of which shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

Section 8.     Representations and Warranties. Each party hereto represents and warrants that this Second Amendment has been duly and validly authorized, executed and delivered by it and is legal, valid, binding and enforceable against it in accordance with its terms.

[Signature Page Follows]

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IN WITNESS WHEREOF, each of the parties have caused this Second Amendment to be executed and delivered by their duly authorized officers as of the date first written above.

	BNP PARIBAS, as Lender
	By:	/s/ Xxxxxxx McKee_____________________ Name:  Xxxxxxx XxXxx Title:  Managing Director

	By:	/s/ Xxxx Dierdorff_____________________ Name:  Xxxx Xxxxxxxxx Title:  Managing Director
	Executed as a Deed:
	JMP CREDIT ADVISORS CLO V LTD., as Borrower

By: /s/ Xxxxxxx Gordon___________________
Name:  Xxxxxxx Xxxxxx
Title:  Director

	JMP CREDIT ADVISORS LLC, as Collateral Manager
	By:	/s/ Xxxxx Lefebvre____________________ Name:  Xxxxx Xxxxxxxx Title:  Chief Administrative Offcer

JMP Credit Advisors CLO V Ltd.
Second Amendment to Credit Agreement

	JMP INVESTMENT HOLDINGS LLC, as Preferred Investor
	By:	/s/ Xxxxxxx Jackson_____________________ Name:  Xxxxxxx Xxxxxxx Title:  Chief Financial Officer

	BNP PARIBAS, as Administrative Agent
	By:	/s/ Xxxxxxx McKee__________________________ Name:  Xxxxxxx XxXxx Title:  Managing Director

By: /s/ Xxxx Dierdorff____________________________________
Name:  Xxxx Xxxxxxxxx
Title:  Managing Director

JMP Credit Advisors CLO V Ltd.
Second Amendment to Credit Agreement