JMP JMP Group LLC

Item 1.01.     Entry into a Material Definitive Agreement

On September 5, 2019, JMP Holding LLC (the “Borrower”), a wholly owned subsidiary of JMP Group LLC (the “Company”), entered into an Amendment Number Six (the “Sixth Amendment”) to that certain Second Amended and Restated Credit Agreement dated April 30, 2014 among the Borrower, the lenders from time to time party thereto (the “Lenders”) and City National Bank, a national banking association (“CNB”), as administrative agent for the Lenders (as amended, the “Credit Agreement”).

The Sixth Amendment modified (a) the definition of “Debt” to provide that for purposes of calculating the Senior Leverage Ratio, the Liquidity to Debt Service Ratio and the ratio of Net Asset Value to Total Funded Debt (as such terms are defined in the Credit Agreement), the term “Debt” will not include the outstanding principal amount of any debt securities issued by the Company or any of its subsidiaries to the extent that any such debt securities have been discharged or irrevocably called for redemption and (b) the definition of “Fixed Charges” to provide that “Fixed Charges” will not include the interest expense accruing on any debt securities issued by the Company or any of its subsidiaries to the extent that any such debt securities have been discharged or irrevocably called for redemption.

The Sixth Amendment also modified the definition of “Refinancing Debt” (a) to clarify that in connection with a refinancing of Senior Notes issued by the Company or its wholly owned subsidiary, JMP Group Inc., only the principal portion of the debt resulting from the refinancing that exceeds the sum of (i) the principal amount of the Senior Notes being refinanced, plus (ii) accrued interest, premiums, underwriting discounts and any other transaction fees or expenses payable in connection with the refinancing, plus (iii) an additional amount as may be necessary to round the face amount of the debt resulting from the refinancing (if such debt consists of Senior Notes) upward to the nearest increment of $5 million (the sum of the amounts in (i), (ii) and (iii), the “Additional Amount”) will not constitute “Refinancing Debt” and (b) to provide that in connection with a refinancing of the 8.00% Senior Notes due 2023 issued by JMP Group Inc. (the “2013 Notes”), of which $25 million is currently outstanding, the Additional Amount may be increased by $6 million such that up to $36 million of debt incurred to refinance the 2013 Notes will constitute “Refinancing Debt”.

The descriptions of the Sixth Amendment contained in this Current Report on Form 8-K do not purport to be complete and are qualified in their entirety by reference to the underlying agreement, attached hereto as an exhibit and incorporated into this Current Report on Form 8-K by reference.