Corporate Capital Trust 8-K

Exhibit 10.2

AMENDING AGREEMENT

THIS AMENDING AGREEMENT dated as of the 22 day of July, 2013 MADE BETWEEN:

THE BANK OF NOVA SCOTIA

(“Scotia”)

AND:

HALIFAX FUNDING LLC

(“Halifax”)

AND:

CORPORATE CAPITAL TRUST, INC.

   (“CCT”)

AND:

THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK

(“BNSTrust”)

WHEREAS Scotia and Halifax have entered into an ISDA Master Agreement, dated as of November 15, 2012 (as amended, the “Master Agreement”) and an ISDA Credit Support Annex, dated as of November 15, 2012 (as amended, the “Credit Support Annex”);

AND WHEREAS Scotia and Halifax have entered into Total Return Swap Transaction Master Confirmation, dated November 15, 2012 (the “Master Confirmation”);

AND WHEREAS Scotia, Halifax, CCT and BNSTrust have entered into a Custodian Agreement, dated November 15, 2012 (as amended the “Custodian Agreement”);

AND WHEREAS the parties hereto wish to effect certain amendments to the terms of the Schedule to the Master Agreement and the Credit Support Annex;

AND WHEREAS the parties hereto wish to terminate the Custodian Agreement;

NOW THEREFORE THIS AMENDING AGREEMENT WITNESSETH THAT in consideration of the premises and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the parties hereby agree as follows:

For purposes hereof, “Credit Rating Decline Event” means Party A’s credit rating with respect to its long-term, senior unsecured indebtedness as determined by Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc., or its successor (“S&P”) or Moody's Investors Services, Inc., or its successor (“Moody’s”) (or if neither S&P or Moody’s ratings are available, any other nationally recognized ratings service) declines below “BBB+” or “Baa1”.

“(ii) Eligible Collateral. The following items will qualify as “Eligible Collateral” for the party specified:

For purposes hereof, “Certificate of Deposit” means a USD-denominated, negotiable, certificated certificate of deposit issued by The Bank of Nova Scotia having a remaining term to maturity of not more than 365 days and that can paid or delivered by book entry on the books of The Depository Trust Company; provided, however, that if Party A’s credit rating with respect to its long-term, senior unsecured indebtedness as determined by S&P or Moody's (as defined in the Master Confirmation) (or if neither S&P or Moody’s ratings are available, any other nationally recognized ratings service) declines below “BBB+” or “Baa1, Party B may elect to satisfy any Delivery Amount through the Transfer of any USD-denominated, negotiable, certificated certificate of deposit (i) having a remaining term to maturity of not more than 365 days, (ii) which can be paid or delivered by book entry on the books of The Depository Trust Company, and (iii) that is issued by a U.S. domestic, FDIC-insured commercial bank or trust company organized under the laws of the United States, or a political subdivision thereof, that has at all times (1) a market capitalization of at least USD 10,000,000,000; and (3) a long-term debt or deposit rating of at least A3 from Moody’s and A- from S&P.”

Use of Posted Collateral. The provisions of Paragraph 6(c) will not apply. Party A shall not exercise its rights under the Control Agreement to instruct the Custodian to release Collateral (as defined therein) as directed by Party A unless and until a Net Shortfall (as defined in the Total Return Swap Transaction Master Confirmation, dated November 15, 2012, between Party A and Party B (the “Master Confirmation”)) is owing by Party B pursuant to the terms of the Master Confirmation or an Event of Default or Termination Event with respect to Party B has occurred and is continuing or an Early Termination Date has been designated as a result of an Event of Default, Termination Event with respect to Party B.”

(10) For all purposes of the Credit Support Annex, “Value” means, in the context of a Certificate of Deposit issued by Party A, the principal amount thereof so long as such Certificate of Deposit constitutes a primary issuance arranged through a Designated Party (as defined in the Master Confirmation) of Party A on behalf of Party B or its custodian for the express purpose of enabling Party B to satisfy any Delivery Amount obligation and was not acquired by Party B or its custodian from any vendor in any secondary trading market in which certificates of deposit may trade. The Value of any posted Certificate of Deposit issued by Party A which does not satisfy the foregoing shall be deemed to be zero. In respect of any Certificated of Deposit not issued by Party A, the Value thereof shall be equal to the bid price obtained by the Valuation Agent on the relevant Valuation Date multiplied by the Valuation Percentage.

IN WITNESS WHEREOF the parties hereto have executed this Amending Agreement as of the day and year first above written.