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.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MEDLEY CAPITAL BDC LLCLimited Liability Company Agreement • November 23rd, 2010 • Medley Capital BDC LLC • Delaware
Form of Fee Waiver AgreementWaiver Agreement • November 23rd, 2010 • Medley Capital BDC LLC
THIS FEE WAIVER AGREEMENT (this “Agreement”) dated as of November [_], 2010, is entered into by and between Medley Capital Corporation, a Delaware Corporation (the “Company”), and MCC Advisors LLC, a Delaware limited liability company (the “Adviser”).
Medley Capital Corporation Common Stock, $0.001 par value per share Underwriting AgreementUnderwriting Agreement • November 23rd, 2010 • Medley Capital BDC LLC • 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”), an aggregate of [ • ] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [ • ] 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 SUB-ADMINISTRATION AGREEMENTSub-Administration Agreement • November 23rd, 2010 • Medley Capital BDC LLC • New York
AGREEMENT (this “Agreement”) made as of [___], 2010 by and between MCC Advisors LLC, a Delaware limited liability company (hereinafter referred to as the “Administrator”) and Medley Capital LLC, a Delaware limited liability company (hereinafter referred to as the “Sub-Administrator”).
