FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MEDLEY LLC Dated as of _________ __, 2014Limited Liability Company Agreement • September 3rd, 2014 • Medley Management Inc. • Investment advice • Delaware
This FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Medley LLC (the “Company”), is made as of ___________ __, 2014 (the “Effective Date”) by and among Medley Management Inc., a Delaware corporation, as the Managing Member, and the Members whose names are set forth in the books and records of the Company.
Medley Management Inc. [ • ] Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • September 3rd, 2014 • Medley Management Inc. • Investment advice • New York
Medley Management Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ • ] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [ • ] additional shares (the “Optional Shares”) of Class A Common Stock, par value $0.01 per share (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
CREDIT AGREEMENT dated as of August 19, 2014 among MEDLEY LLC, as Borrower, THE LENDERS PARTY HERETO and CITY NATIONAL BANK, as Administrative Agent and Collateral AgentCredit Agreement • September 3rd, 2014 • Medley Management Inc. • Investment advice • New York
This CREDIT AGREEMENT (this “Agreement”), dated as of August 19, 2014, is entered into by and among MEDLEY LLC, a Delaware limited liability company (the “Borrower”), the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I), and CITY NATIONAL BANK, a national banking association (“CNB”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) for the Lenders and the Bank Product Providers.
GUARANTEE AND COLLATERAL AGREEMENT dated as of August 19, 2014 among MEDLEY LLC, the Subsidiary Guarantors from time to time party hereto and CITY NATIONAL BANK, as Collateral AgentGuarantee and Collateral Agreement • September 3rd, 2014 • Medley Management Inc. • Investment advice • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of August 19, 2014 (this “Agreement”), among MEDLEY LLC, a Delaware limited liability company (the “Borrower”), the Subsidiaries of the Borrower from time to time party hereto and CITY NATIONAL BANK, a national banking association (“CNB”), as collateral agent (in such capacity, the “Collateral Agent”).
