AMENDMENT NUMBER TWO
TO CREDIT AGREEMENT
THIS AMENDMENT NUMBER TWO TO CREDIT AGREEMENT (this “ Amendment ”), dated as of March 27, 2008, is
entered into by and between JMP GROUP LLC , a Delaware limited liability company (“ Borrower ”) and CITY NATIONAL
BANK, a national banking association (“ Lender ”) in light of the following:
W I T N E S S E T H
WHEREAS, Borrower and Lender are party to that certain Credit Agreement, dated as of August 3, 2006 (as so amended
and as otherwise amended, restated, supplemented, or otherwise modified from time to time, the “ Credit Agreement ”);
WHEREAS , Borrower has requested that Lender amend the Credit Agreement as set forth herein; and
WHEREAS , subject to the terms and conditions set forth herein, Lender is willing to provide the amendment as set forth
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree to amend the Credit Agreement as follows:
42 DEFINITIONS . Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in
the Credit Agreement, as amended hereby.
43 AMENDMENTS TO CREDIT AGREEMENT
.1 Section 1.1 of the Credit Agreement is hereby amended by amending and restating each of the following definitions in
“ Availability ” means, as of any date of determination, the amount that Borrower is entitled to borrow as Loans hereunder
(after giving effect to all then outstanding Obligations (other than Bank Product Obligations)).
“ Change of Executive Event ” means the failure of two or more of Joseph A. Jolson, Carter Mack, Craig Johnson and Mark
Lehmann to be involved actively on an ongoing basis in the management of Borrower or any of its Subsidiaries.
“ Final Payment Date ” means the date that is three years after the Final Revolving Commitment Termination Date.
“ Loan Documents ” means this Agreement, the Bank Product Agreements, the Control Agreements (if any), the Guaran