MEDLEY LLC Issuer and U.S. BANK NATIONAL ASSOCIATION Trustee Indenture Dated as of [Ÿ], 2016 Providing for the Issuance of Debt Securities MEDLEY LLC Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of [Ÿ], 2016Indenture • July 28th, 2016 • Medley LLC • Investment advice
INDENTURE, dated as of [Ÿ], 2016, between MEDLEY LLC, a Delaware limited liability company (the “Company”), having its principal office at 280 Park Avenue, 6th Floor East, New York, New York 10017, and U.S. Bank National Association, as Trustee (the “Trustee”), having its Corporate Trust Office at 100 Federal Street, 3rd Floor, Boston, MA 02110.
FIRST SUPPLEMENTAL INDENTURE between MEDLEY LLC and as Trustee Dated as of [●], 2016 FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • July 28th, 2016 • Medley LLC • Investment advice • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of [●], 2016, is between Medley LLC, a Delaware limited liability company (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”). All capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Base Indenture (as defined below).
Medley LLC [●]% Notes due 20[●] Distribution AgreementDistribution Agreement • July 28th, 2016 • Medley LLC • Investment advice • New York
The Senior Notes will be issued under an indenture to be dated as of [●], 2016, as supplemented by the First Supplemental Indenture, to be dated as of [●], 2016 (collectively, the “Indenture”) between the Company and U.S. Bank National Association, as Trustee. The initial $[●] aggregate principal amount of Senior Notes (the “Initial Notes”) to be purchased by the Purchasing Agent and all or any part of the Senior Notes subject to the option described in Section 3 hereof (the “Optional Notes”) are hereinafter referred to as the “Notes.” The Notes will be issued to Cede & Co., as nominee of the Depository Trust Company (“DTC”) pursuant to a blanket letter of representations, dated as of [●], 2016 (the “DTC Agreement”), between the Company and DTC.
Master Investment Agreement amongMaster Investment Agreement • July 28th, 2016 • Medley LLC • Investment advice • New York
This MASTER INVESTMENT AGREEMENT, is entered into as of June 3, 2016, by and among (i) Medley LLC, a Delaware limited liability company (“Medley”); (ii) Medley Seed Funding I LLC, a Delaware limited liability company (“MSF I”); (iii) Medley Seed Funding II LLC, a Delaware limited liability company (“MSF II”); (iv) Medley Seed Funding III LLC, a Delaware limited liability company (“MSF III”); (v) DB MED Investor I LLC, a Delaware limited liability company (“DMI I”), and (vi) DB MED Investor II, a Delaware limited liability company (“DMI II” and, together with DMI I, the “Fortress Investors”).
