EX-10.1



 Exhibit 10.1 

FIRST AMENDMENT AND LIMITED WAIVER TO CREDIT AGREEMENT 

THIS FIRST AMENDMENT AND LIMITED WAIVER TO CREDIT AGREEMENT dated as of May 4, 2017 (this “Amendment”),
is entered into among GLOBAL EAGLE ENTERTAINMENT INC., a Delaware corporation (the “Company”), the Guarantors identified on the signature pages hereto, the Lenders party hereto, and CITIBANK, N.A., as administrative agent (in such
capacity, the “Administrative Agent”). Reference is made to the Credit Agreement, dated as of January 6, 2017 (the “Credit Agreement”), among the Company, the Guarantors party thereto from time to time, the
Administrative Agent, each lender from time to time party thereto (collectively, the “Lenders” and, individually, a “Lender”), CITIBANK, N.A., as L/C Issuer, and CITIBANK, N.A., as Swing Line Lender. Capitalized
terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement. 
 RECITALS 

WHEREAS, the Loan Parties have requested that the Lenders amend and waive certain provisions of the Credit Agreement;
and 
 WHEREAS, the Lenders signatory hereto, constituting the Required Lenders, are willing to agree to such
amendments and waivers, in accordance with and subject to the terms and conditions set forth herein. 
 NOW,
THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 

AGREEMENT 

1.            Limited Waivers. On and as of the Effective
Date (as defined below): 
  (a)        Annual Financial
Statements. Notwithstanding anything else to the contrary in any Loan Document, the Administrative Agent and the Lenders party hereto hereby waive (with retroactive effect to March 31, 2017) any Default or Event of Default that has arisen
or that may arise under the Credit Agreement or any other Loan Document from the failure to deliver, by March 31, 2017, the Company’s audited annual financials for the fiscal year ended December 31, 2016, together with the related
report and opinion and other items required by Section 6.01(a) of the Credit Agreement and the Compliance Certificate relating thereto required by Section 6.02(a) of the Credit Agreement (collectively, the “Annual Financial Statement
Deliverables”). The waiver in this Section 1(a) shall remain in effect at all times from and after March 31, 2017, so long as (i) on or prior to June 30, 2017, the Company has issued an earnings release for the Fiscal
Quarter ended December 31, 2016 (the “Earnings Release”); which Earnings Release shall be deemed issued for purposes of this clause (i) on the date the Company (x) issues a customary press release to the public
containing the Earnings Release or (y) furnishes or files the Earnings Release for public availability on the Securities and Exchange Commission’s Electronic Data Gathering and Retrieval System (EDGAR) on a Form 8-K, and (ii) the Annual Financial Statement Deliverables are delivered in accordance with the Credit Agreement by no later than July 31, 2017, and failure to so issue or furnish or file the Earnings
Release on or prior to June 30, 2017, or deliver all or any of the Annual Financial Statement Deliverables on or prior to July 31, 2017, shall constitute an immediate Event of Default. 








 (b)        Quarterly Financial Statements. Notwithstanding
anything else to the contrary in any Loan Document, the Administrative Agent and the Lenders party hereto waive any Default or Event of Default that may arise under the Credit Agreement or any other Loan Document from any failure to deliver, within
45 days after March 31, 2017, the Company’s financial statements for the fiscal quarter ended March 31, 2017, together with the related items required by Section 6.01(b) of the Credit Agreement and the Compliance Certificate relating
thereto required by Section 6.02(a) of the Credit Agreement (collectively, the “Quarterly Financial Statement Deliverables”). The waiver in this Section 1(b) shall remain in effect at all times from and after the Effective
Date so long as (i) the Earnings Release is issued by the Company in accordance with Section 1(a)(i) above on or prior to June 30, 2017, and (ii) the Quarterly Financial Statement Deliverables are delivered in accordance with
the Credit Agreement by no later than July 31, 2017, and failure to so issue or furnish or file the Earnings Release on or prior to June 30, 2017, or deliver all or any of the Quarterly Financial Statement Deliverables on or prior to
July 31, 2017, shall constitute an immediate Event of Default. 

 (c)        Budget. Notwithstanding anything else to the
contrary in any Loan Document, the Administrative Agent and the Lenders party hereto hereby waive any Default or Event of Default that may arise from under the Credit Agreement or any other Loan Document from any failure to deliver, within 120 days
after December 31, 2016, the Projections required by Section 6.01(c) of the Credit Agreement for the fiscal year ending December 31, 2017 (the “2017 Projections”). The waiver in this Section 1(c) shall remain in
effect so long as the 2017 Projections are delivered in accordance with the Credit Agreement by no later than May 31, 2017, and failure to so deliver the 2017 Projections by May 31, 2017 shall constitute an immediate Event of Default. 

2.            Amendments to Credit Agreement. On and as of
the Effective Date: 
  (a)        The definition of
“Applicable Premium” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows: 

““Applicable Premium” means, with respect to any Initial Term Loan on any date of
prepayment or repayment thereof, an amount equal to the present value at such prepayment or repayment date of the premium that would be payable with respect to the Initial Term Loans being repaid on the day after the second anniversary of the
Amendment No. 1 Effective Date plus all cash interest that would be due and payable on the Initial Term Loans being repaid on such date from such date to the second anniversary of the Amendment No. 1 Effective Date at the Applicable Rate
then in effect, computed using a discount rate equal to the Treasury Rate plus 50 basis points.” 

(b)        The definition of “Applicable Rate” set forth in
Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows: 

““Applicable Rate” means a percentage per annum equal to: 

(a)        with respect to Initial Term Loans, (i) prior to the
Amendment No. 1 Effective Date, (x) for Eurocurrency Rate Loans, 6.00% and (y) for Base Rate Loans, 5.00% and (ii) on and after the Amendment No. 1 Effective Date, (x) for Eurocurrency Rate Loans, 7.00% and (y) for
Base Rate Loans, 6.00%; and 
 (b)        with respect to Revolving
Credit Loans, unused Revolving Credit Commitments, Swing Line Loans (which are to be maintained solely as 

  
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Base Rate Loans), and Letter of Credit fees, (i) prior to the Amendment No. 1 Effective Date, (A) for Eurocurrency Rate Loans, EURIBOR Loans and Letter of Credit fees, 6.00%, (B)
for Base Rate Loans, 5.00% and (C) for unused commitment fees, 0.50% and (ii) on and after the Amendment No. 1 Effective Date, (x) until delivery of financial statements for the first full fiscal quarter ending after the Closing
Date pursuant to Section 6.01, (A) for Eurocurrency Rate Loans, EURIBOR Loans and Letter of Credit fees, 7.00%, (B) for Base Rate Loans, 6.00% and (C) for unused commitment fees, 0.50% and (y) thereafter, the
percentages per annum set forth below, based upon the Consolidated First Lien Net Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a): 

 

																			
	 	 	 Applicable Rate
	 	  

	 	 Pricing Level    	 	 	  	  Consolidated

 First  Lien  Net

 Leverage Ratio
	  	 	  	  
  Eurocurrency

 Rate,   EURIBOR

 and    Letter    of

 Credit Fees
	  	 	  	 Base Rate	  	 	  	  Commitment
  Fee
Rate

	 	  
	 		  	  
	  		  	  
	  		  	  
	  		  	  

	 	  1
	 		  	 > 2.25 : 1.00	  		  	 7.00%	  		  	 6.00%	  		  	 0.500%
	 	  2
	 		  	 £ 2.25 : 1.00	  		  	 6.75%	  		  	 5.75%	  		  	 0.375%
	 		 		  	 > 2.00 : 1.00	  		  		  		  		  		  	
	 	  3
	 		  	 £ 2.00 : 1.00	  		  	 6.50%	  		  	 5.50%	  		  	 0.375%

 (c)        Any increase or decrease
in the Applicable Rate resulting from a change in the Consolidated First Lien Net Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to
Section 6.02(a); provided that at the option of the Administrative Agent (at the direction of the Required Revolving Credit Lenders) or the Required Revolving Credit Lenders (following written notice to the Borrower), the highest pricing
level shall apply as of the first Business Day after the date on which a Compliance Certificate was required to have been delivered but was not delivered, and shall continue to so apply to and including the date on which such Compliance Certificate
is so delivered (and thereafter the pricing level otherwise determined in accordance with this definition shall apply). 

Notwithstanding the foregoing, (v) the Applicable Rate in respect of any Class of Extended
Revolving Credit Commitments or any Extended Term Loans or Revolving Credit Loans or Swing Line Loans made pursuant to any Extended Revolving Credit Commitments shall be the applicable percentages per annum set forth in the relevant Extension
Amendment, (w) the Applicable Rate in respect of any Class of Incremental Revolving Credit Commitments, any Class of Incremental Term Loans or any Class of Incremental Revolving Loans shall be the applicable percentages per annum
set forth in the relevant Incremental Amendment, (x) the Applicable Rate in respect of any Class of Replacement Term Loans shall be the applicable percentages per annum set forth in the relevant agreement relating thereto, (y) the
Applicable Rate in respect of any Class of Refinancing Revolving Credit Commitments, any Class of Refinancing Revolving Credit Loans or any Class of Refinancing Term Loans shall be the applicable percentages per annum set forth in the
relevant agreement relating thereto and (z) in the case of the Initial Term Loans, the Applicable Rate shall be increased as, and to the extent, necessary to comply with the provisions of Section 2.14(e).” 

  
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 (c)        Clause
(a) of the definition of “Cumulative Credit” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows: 

“(a)        on and after the Amendment No. 1 Trigger Date
only, $25,000,000, plus” 
 (d)        The following
definitions of “Amendment No. 1”, “Amendment No. 1 Effective Date” and “Amendment No. 1 Trigger Date” are hereby added immediately following the definition of “Agreement” set forth in
Section 1.01 of the Credit Agreement: 
 ““Amendment No. 1”
shall mean that First Amendment and Limited Waiver to Credit Agreement, dated as of May 4, 2017, among the Company, the Guarantors identified on the signature pages thereto, the Lenders party thereto, and the Administrative Agent.” 

““Amendment No. 1 Effective Date” shall mean the Effective Date, as
defined in Amendment No. 1.” 
 ““Amendment No. 1 Trigger
Date” shall mean the first date on which the Company has delivered to the Administrative Agent a Compliance Certificate pursuant to Section 6.02(a) demonstrating that the Consolidated Total Net Leverage Ratio is less than or equal to
3.50:1.00.” 
 (e)        Section 2.07(a) of the Credit
Agreement is hereby amended and restated in its entirety to read as follows: 

“(a)        Term Loans.    The
Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders (A) on the last Business Day of each March, June, September and December, commencing with the first full fiscal quarter after the Closing Date
(each such date, a “Payment Date”), an aggregate principal amount equal to (i) for each of the first eight Payment Dates occurring after the Amendment No. 1 Effective Date, 0.625% of the aggregate principal amount of all
Initial Term Loans outstanding on the Closing Date and (ii) for each Payment Date occurring after the period described in the foregoing clause (i), 1.25% of the aggregate principal amount of all Initial Term Loans outstanding on the Closing
Date, in each case, which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05 or Section 10.07 to the extent
such Indebtedness is cancelled and (B) on the Maturity Date for the Initial Term Loans, the aggregate principal amount of all Initial Term Loans outstanding on such date; provided that the amount of any such payment set forth above shall be
adjusted to account for the addition of any Extended Term Loans or Incremental Term Loans to contemplate (A) the reduction in the aggregate principal amount of any Initial Term Loans that were converted in connection with the incurrence of such
Extended Term Loans, and (B) any increase to payments to the extent and as required pursuant to the terms of any applicable Incremental Amendment involving a Term Loan Increase.” 

  
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 (f)        Section
2.09(d) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 

“(d)        Prepayment Premium. In connection with any
prepayment of Initial Term Loans pursuant to Section 2.05(a) or Section 2.05(b)(iii) that is consummated in respect of all or any portion of the Initial Term Loans (w) prior to the second anniversary of the Amendment No. 1
Effective Date, the Borrower shall pay to each Term Lender a fee equal to the aggregate principal amount of the Initial Term Loans of such Term Lender subject to such prepayment plus the Applicable Premium, (x) on or after the second
anniversary of the Amendment No. 1 Effective Date but prior to the third anniversary of the Amendment No. 1 Effective Date, the Borrower shall pay to each Term Lender a fee equal to 2.0% of the aggregate principal amount of the Initial
Term Loans of such Term Lender subject to such prepayment, (y) on or after the third anniversary of the Amendment No. 1 Effective Date but prior to the fourth anniversary of the Amendment No. 1 Effective Date, the Borrower shall pay
to each Term Lender a fee equal to 1.0% of the aggregate principal amount of the Initial Term Loans of such Term Lender subject to such prepayment and (z) on or after the fourth anniversary of the Amendment No. 1 Effective Date there shall
be no additional fee.” 
 (g)        Section 2.14(d)(iv) of
the Credit Agreement is hereby amended by replacing “$50,000,000” therein with “[Reserved]”. 

(h)        Section 6.01 of the Credit Agreement is hereby amended by
(A) deleting the “and” appearing at the end of clause (c) thereof, (B) replacing the “.” appearing at the end of clause (d) thereof with “; and” and (C) inserting the following clause
(e) immediately thereafter: 
 “(e) Furnish or file for public availability on the Securities
and Exchange Commission’s Electronic Data Gathering and Retrieval System (EDGAR) on a Form 8-K (i) estimated adjusted EBITDA of the Company and its Subsidiaries for the fiscal quarter ending
December 31, 2016 with a range of no greater than $5,000,000 and (ii) the current cash balance of the Company and its Subsidiaries, the current cash balance of the Company’s Foreign Subsidiaries and the current outstanding balance
under the Revolving Credit Facility (such estimated adjusted EBITDA, current cash balances and current outstanding balance, the “Financial Information”), in each case no later than May 31, 2017. Notwithstanding Section
8.01(c), the failure to so furnish or file all or any of the Financial Information on or prior to May 31, 2017, shall constitute an immediate Event of Default.” 

(i)        Section 7.01(bb) of the Credit Agreement is hereby amended
and restated in its entirety to read as follows: 
 “(bb)    Liens with respect
to property or assets of the Borrower or any of its Restricted Subsidiaries securing obligations in an aggregate principal amount outstanding at any time not to exceed (i) prior to the Amendment No. 1 Trigger Date, the greater of
$12,500,000 and 10% of LTM EBITDA and (ii) on and after the Amendment No. 1 Trigger Date, the greater of $25,000,000 and 20% of LTM EBITDA, in each case determined as of the date of incurrence;” 

(j)        Section 7.02. 

(i)        Section 7.02(c). Section 7.02(c) of the Credit
Agreement is hereby amended and restated in its entirety to read as follows: 

           “(c)    
Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party, (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by any Loan Party in any
Restricted Subsidiary that is not a Loan Party; provided that (A) no such Investments 

  
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made pursuant to clause (iii) in the form of intercompany loans shall be evidenced by a promissory note unless any such promissory note constituting a negotiable instrument is pledged to the
Administrative Agent in accordance with the terms of the Security Agreement, (B) any Investments in the form of intercompany loans constituting Indebtedness of any Loan Party owed to any Restricted Subsidiary that is not a Loan Party shall be
unsecured and subordinated to the Obligations on terms consistent with the subordination provisions set forth in Section 5.02 of the Security Agreement and (C) the aggregate amount of Investments made pursuant to clause (iii) (excluding
any Investments received in respect of, or consisting of, the transfer or contribution of Equity Interests in or Indebtedness of any Foreign Subsidiary to any other Foreign Subsidiary that is a Restricted Subsidiary) shall not exceed the sum of
(x) (I) prior to the Amendment No. 1 Trigger Date, the greater of $15,000,000 and 15% of LTM EBITDA (valued at the time of the making thereof) and (II) on and after the Amendment No. 1 Trigger Date, the greater of $37,500,000 and
30% of LTM EBITDA (valued at the time of the making thereof), and (y) the Cumulative Credit at such time; provided that, if such Investment is made pursuant to this clause (y) (other than (i) any Investment made using the portion of the
Cumulative Credit described in clause (a) of the definition thereof, in which case no Event of Default pursuant to Section 8.01(a) or (f) shall have occurred and be continuing, or (ii) any Investment made using the
portion of the Cumulative Credit described in clause (c)(i) of the definition thereof), no Event of Default shall have occurred and be continuing;” 

(ii)        Section 7.02(i).    Section
7.02(i) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 

“(i)        any acquisition of all or substantially all the
assets of a Person or any Equity Interests in a Person (including in any joint venture) that becomes a Restricted Subsidiary or division or line of business of a Person (or any subsequent Investment made in a Person, division or line of business
previously acquired in a Permitted Acquisition), in a single transaction or series of related transactions; provided that no Event of Default under Sections 8.01(a) or (f) shall have occurred and be continuing on the date
that the Borrower or the applicable Restricted Subsidiary enters into a binding agreement with respect to such acquisition and, immediately after giving effect to such acquisition, (i) any acquired or newly formed Restricted Subsidiary shall
not be liable for any Indebtedness except for Indebtedness otherwise permitted by Section 7.03; (ii) to the extent required by the Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired
in such purchase or other acquisition shall constitute Collateral and (B) any such newly created or acquired Material Domestic Subsidiary (other than an Excluded Subsidiary) shall become a Guarantor, in each case, in accordance with
Section 6.11; and (iii) the aggregate amount of cash consideration paid by Loan Parties pursuant to this Section 7.02(i) in assets (other than Equity Interests) that are not (or do not become at the time of such acquisition)
directly owned by a Loan Party or that are not pledged under the Collateral Documents or in Equity Interests of Persons that do not become Loan Parties shall not exceed the sum of (A) (I) prior to the Amendment No. 1 Trigger Date, the
greater of $25,000,000 and 20% of LTM EBITDA (valued at the time of the making of such acquisition) and (II) on and after the Amendment No. 1 Trigger Date, the greater of $50,000,000 and 40.0% of LTM EBITDA (valued at the time of the
making of such acquisition) plus (B) the Cumulative Credit at such time (any such acquisition, a “Permitted Acquisition”); provided that, if such Investment is made pursuant to this clause (B) (other than (i) any
Investment made using the portion of the Cumulative Credit described in clause (a) of the definition thereof, in which case no 

  
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Event of Default pursuant to Section 8.01(a) or (f) shall have occurred and be continuing, or (ii) any Investment made using the portion of the Cumulative Credit described
in clause (c)(i) of the definition thereof), no Event of Default shall have occurred and be continuing;” 

(iii)           Section
7.02(n).  Section 7.02(n) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 

 “(n)      Investments (including Permitted Acquisitions) in an
aggregate amount pursuant to this Section 7.02(n) (valued at the time of the making thereof, and without giving effect to any write downs or write offs thereof) not to exceed (x) (A) prior to the Amendment No. 1
Trigger Date, the greater of $10,000,000 and 10% of LTM EBITDA and (B) on and after the Amendment No. 1 Trigger Date, the greater of $37,500,000 and 30% of LTM EBITDA plus (y) the Cumulative Credit at such time; provided that if such
Investment is made pursuant to this clause (y) (other than (i) any Investment made using the portion of the Cumulative Credit described in clause (a) of the definition thereof, in which case no Event of Default pursuant to Section 8.01(a)
or (f) shall have occurred and be continuing, or (ii) any Investment made using the portion of the Cumulative Credit described in clause (c)(i) of the definition thereof), no Event of Default shall have occurred and be continuing;”

 (iv)           Section 7.02(o). Section
7.02(o) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 

 “(o)      on and after the Amendment No. 1 Trigger Date only,
Investments made in respect of joint ventures or other similar agreements or partnership not to exceed the greater of $37,500,000 and 30% of LTM EBITDA (valued at the time of the making thereof);” 

(k)         Section 7.03. 

(i)              Section 7.03(g).

   (A)      Clause (x) of Section 7.03(g) of the Credit
Agreement is hereby amended and restated in its entirety to read as follows: 
 “(x) on and after the
Amendment No. 1 Trigger Date only, the greater of $25,000,000 and 20% of LTM EBITDA, in each case determined at the time of incurrence thereof, plus” 

  (B)        The second proviso of Section 7.03(g) of the
Credit Agreement is hereby amended and restated in its entirety to read as follows: 

“provided that in the case of clause (y), any such Indebtedness assumed or incurred by a
Restricted Subsidiary that is not a Loan Party (together with any Indebtedness assumed or incurred by a Restricted Subsidiary that is not a Loan Party pursuant to Section 7.03(s)) does not exceed in the aggregate, (i) prior to the
Amendment No. 1 Trigger Date, $0 and (ii) on and after the Amendment No. 1 Trigger Date, the greater of $18,750,000 and 15% of LTM EBITDA, in each case determined at the time of assumption or incurrence;” 

  
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(ii)           Section 7.03(m).
    Section 7.03(m) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 

“(m)    Indebtedness in an aggregate principal amount that at the time of, and
after giving effect to, the incurrence thereof, would not exceed (i) prior to the Amendment No. 1 Trigger Date, the greater of $10,000,000 and 10% of LTM EBITDA and (ii) on and after the Amendment No. 1 Trigger Date, the greater
of $37,500,000 and 30% of LTM EBITDA, in each case determined at the time of incurrence;” 

(iii)          Section 7.03(u). Section 7.03(u) of
the Credit Agreement is hereby amended and restated in its entirety to read as follows: 

“(u)    Indebtedness incurred by a Foreign Subsidiary which, when aggregated with
the principal amount of all other Indebtedness incurred pursuant to this Section 7.03(u) and then outstanding for all such Persons taken together, does not exceed in the aggregate (i) prior to the Amendment No. 1 Trigger Date,
$5,000,000 and (ii) on and after the Amendment No. 1 Trigger Date, the greater of $25,000,000 and 20% of LTM EBITDA, in each case determined at the time of incurrence;” 

(iv)          Section 7.03(v).
    Section 7.03(v) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 

“(v)    on and after the Amendment No. 1 Trigger Date only, Indebtedness of
the Borrower and its Restricted Subsidiaries in respect of seller financing in an aggregate amount not to exceed $10,000,000 determined at the time of incurrence and any Permitted Refinancing thereof;” 

(v)           Section 7.03(y).
    Section 7.03(y) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 

“(y)     (i) Indebtedness (in the form of one or more series of notes or loans
which may be unsecured, secured on a junior lien basis with the Facilities or secured on a pari passu basis with the Facilities incurred by the Borrower to the extent that the Borrower shall have been permitted to incur such Indebtedness
pursuant to and such Indebtedness shall be deemed to be incurred in reliance on Section 2.14(d)(iv); provided that (A) such Indebtedness shall not mature earlier than the Maturity Date applicable to the Initial Term Loans,
(B) as of the date of the incurrence of such Indebtedness, the Weighted Average Life to Maturity of such Indebtedness shall not be shorter than that of the Initial Term Loans, (C) no Restricted Subsidiary is a borrower or guarantor with
respect to such Indebtedness unless such Restricted Subsidiary is a Subsidiary Guarantor which shall have previously or substantially concurrently Guaranteed the Obligations, (D) the other terms and conditions of such Indebtedness (excluding
pricing and optional prepayment or redemption terms) reflect market terms on the date of issuance (as determined by the Borrower) (such Indebtedness incurred pursuant to this clause (y) being referred to as “Incremental Equivalent
Debt”) and (E) any such Incremental Equivalent Debt that is pari passu in right of payment and with respect to security with the Initial Term Loans shall be treated as an Incremental Term Loan that is pari passu in right
of payment and with respect to security with the Initial Term Loans for purposes of Section 2.14(e)(iii) and comply with the requirements thereof and (ii) any Permitted Refinancing thereof;” 

  
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(vi)          Section 7.03(aa). Section 7.03(aa) of
the Credit Agreement is hereby amended and restated in its entirety to read as follows: 

“(aa)     on and after the Amendment No. 1 Trigger Date only, obligations
in respect of Disqualified Equity Interests in an amount not to exceed $2,500,000 at any time outstanding;” 

(l)          Section 7.06. 

(i)            Section 7.06(g). Section
7.06(g) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 

“(g)      so long as no Event of Default has occurred and is continuing
or would result therefrom (other than (i) in the case of any Restricted Payment made using the portion of the Cumulative Credit described in clause (a) of the definition thereof, in which case no Event of Default pursuant to
Section 8.01(a) or (f) shall have occurred and be continuing or would result therefrom, or (ii) in the case of any Restricted Payment made using the portion of the Cumulative Credit described in clause (c)(i) of the
definition thereof), the Borrower may make Restricted Payments in an aggregate amount not to exceed (x) (A) prior to the Amendment No. 1 Trigger Date, $2,500,000, and (B) on and after the Amendment No. 1 Trigger Date, $25,000,000
plus (y) the Cumulative Credit at such time; provided that with respect to any Restricted Payment made pursuant to clause (y) above, solely to the extent such payments are made in reliance on clause (b) of the definition of
“Cumulative Credit”, the Consolidated Total Net Leverage Ratio (calculated on a Pro Forma Basis in accordance with Section 1.09) is less than or equal to 4.00:1.00;” 

(ii)           Section 7.06(j). Section
7.06(j)(ii) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 

“(ii) on and after the Amendment No. 1 Trigger Date only, additional Restricted Payments in an
aggregate amount per annum not to exceed $10,750,000;” 

(m)        Section 7.11 of the Credit Agreement is hereby amended by
replacing “4.25:1.00” therein with “4.50:1.00”. 

(n)         Section 7.13(a)(vi) of the Credit Agreement is hereby
amended by replacing “the greater of $10,000,000 and 8.0% LTM EBITDA” therein with “(A) prior to the Amendment No. 1 Trigger Date, $0 and (B) on and after the Amendment No. 1 Trigger Date, the greater of $10,000,000 and
8.0% LTM EBITDA” 
 (o)         Section 10.07(b)(ii)(A) of
the Credit Agreement is hereby amended and restated in its entirety to read as follows: 

“(A)        except in the case of an assignment of the entire
remaining amount of the assigning Lender’s Commitment or Loans of any Class or an assignment to any Lender or its Affiliates or Approved Funds, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and Assumption with 

  
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respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 (in the case of Revolving Credit Loans and Revolving Credit Commitments), or $1,000,000 (in
the case of a Term Loan), unless each of the Borrower and the Administrative Agent otherwise consents; provided that concurrent assignments from any Lender and its Affiliates or Approved Funds to a single Assignee (or to an Assignee and its
Affiliates or Approved Funds) will be treated as a single assignment for purposes of determining whether such minimum amount has been met;” 

(p)        Schedule 1.01(A).    Schedule
1.01(A) to the Credit Agreement is hereby replaced in its entirety as set forth in Annex A attached hereto. 

3.           Consent Fees.  The Company agrees to pay, or
cause to be paid, to the Administrative Agent, for the account of each Lender who consented to this Amendment by executing and delivering to the Administrative Agent a signature page hereto by 8:00 p.m., New York City time, on May 4, 2017 (each
such Lender, a “Consenting Lender” and, collectively, the “Consenting Lenders”), a consent fee equal to 100 basis points on the aggregate principal amount of the Revolving Credit Commitments and Term Loans of such
Consenting Lender as of the Effective Date (collectively, the “Consent Fees”); it being understood that (x) all Consent Fees payable to Consenting Lenders shall be payable in full only if consents from the Required Lenders are
received and on the Effective Date and (y) the Company in its sole discretion may pay Consent Fees for the account of Lenders who consent to this Amendment after the above specified deadline. Failure to so pay, or cause to be paid, to the
Administrative Agent, for the account of each Consenting Lender, the Consent Fees on or prior to 5:00 p.m., New York City time, on May 5, 2017 shall constitute an immediate Event of Default. 

4.           Effectiveness; Conditions Precedent.  This
Amendment shall be effective, as of the date first above written, on the first date (the “Effective Date”) on which each of the following conditions is satisfied: 

(a)        The Administrative Agent shall have received from the
Company, the Guarantors, and Lenders constituting at least the Required Lenders either a counterpart of this Amendment signed on behalf of such party or evidence satisfactory to the Administrative Agent (which may include a facsimile transmission or
transmission by electronic mail (in .pdf or .tif format)) that such party has signed a counterpart of this Amendment. 

(b)        The representations and warranties set forth in
Section 6 of this Amendment shall be true and correct as of the date hereof. 

(c)        The Company shall have furnished or filed for public
availability on the Securities and Exchange Commission’s Electronic Data Gathering and Retrieval System (EDGAR) on a Form 8-K the cash balance of the Company and its Subsidiaries, the cash balance of the
Company’s Foreign Subsidiaries and the outstanding balance under the Revolving Credit Facility, in each case as of December 31, 2016, as of March 31, 2017 and as of April 26, 2017; provided that the Administrative Agent
and each Lender party hereto agrees that this condition was satisfied by the Company’s Current Report on Form 8-K filed with the United States Securities and Exchange Commission on May 2, 2017.

 5.           Reaffirmation. 

(a)        Validity of Obligations.  The Company and each
other Loan Party acknowledges and agrees that, both before and after giving effect to this Amendment, the Company and each other Loan Party is indebted to the Lenders for the Obligations, without defense, counterclaim or offset of any kind and the
Company and each other Loan Party hereby ratifies and reaffirms the validity, enforceability and binding nature of such Obligations. 

  
 10 








 (b)        Validity of
Guarantees. Each Guarantor hereby confirms and agrees that, its guarantee under the Credit Agreement is, and shall continue to be, in full force and effect, and shall apply to all Obligations and such guarantee is hereby ratified and confirmed
in all respects. 
 (c)        Validity of Liens and Loan
Documents. The Company and each other Loan Party hereby agrees and confirms that the Credit Agreement and each other Loan Document constitutes a legal, valid and binding obligation of the Company and each other Loan Party, in each case, to the
extent party to such Loan Document, enforceable against the Company and each other Loan Party in accordance with its terms. The Company and each other Loan Party hereby ratifies and reaffirms the validity and enforceability (without defense,
counterclaim or offset of any kind) of the Liens and security interests granted to the Administrative Agent for the benefit of the Secured Parties to secure any of the Obligations by the Company or any other Loan Party pursuant to the Loan Documents
to which any of the Company or any other Loan Party is a party and hereby confirms and agrees that notwithstanding the effectiveness of this Amendment, and except as expressly amended by this Amendment, each such Loan Document is, and shall continue
to be, in full force and effect and each is hereby ratified and confirmed in all respects, except that, on and after the effectiveness of this Amendment, each reference in the Loan Documents to the “Credit Agreement”,
“thereunder”, “thereof” (and each reference in the Credit Agreement to this “Agreement”, “hereunder” or “hereof”) or words of like import shall mean and be a reference to the Credit Agreement as
amended by this Amendment. This Amendment shall constitute a “Loan Document” for purposes of the Credit Agreement. 

6.           Representations and Warranties. Each Loan Party
represents and warrants as follows: 
 (a)        Power;
Authorization; Enforceable Obligations. The Company and each other Loan Party has the requisite power and authority, and the legal right, to enter into this Amendment. The Company and each other Loan Party has taken all necessary corporate or
other organizational action to authorize the execution, delivery and performance of this Amendment. This Amendment constitutes a legal, valid and binding obligation of the Company and each other Loan Party signatory hereto, enforceable against the
Company and each other Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally
and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). 

(b)        Accuracy of Representations and Warranties.
Immediately after giving effect to this Amendment on the Effective Date, the representations and warranties of the Company and each other Loan Party set forth in the Loan Documents (including, for the avoidance of doubt, in the Credit Agreement) are
true and correct in all material respects on and as of the Effective Date to the same extent as though made on and as of the Effective Date, except to the extent such representations and warranties specifically relate to an earlier date, in which
case such representations and warranties were true and correct in all material respects on and as of such earlier date; provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse
Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects on such respective dates. 

(c)        No Default or Event of Default. As of the Effective
Date, immediately after giving effect to this Amendment, no Default or Event of Default exists. 

  
 11 









7.         Expenses.    The Company agrees to pay all
reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment,
including without limitation the reasonable and documented fees and expenses of the Administrative Agent’s legal counsel, in each case, in the manner set forth in Section 10.04 of the Credit Agreement. 

8.         Further Assurances.   The Loan Parties agree to
promptly take such action, upon the reasonable request of the Administrative Agent, as is necessary to carry out the intent of this Amendment. 

9.         Counterparts.  This Amendment is a Loan Document. This
Amendment may be executed by the parties hereto in any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to
this Amendment by fax, email or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment. 

10.       GOVERNING LAW.  THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE
OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON OR ARISING OUT OF THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK 

11.       Effect of this Agreement. Except as expressly set forth herein, this
Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Administrative Agent or the Lenders under the Credit Agreement or any other Loan Document, and shall not alter,
modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full
force and effect. Nothing herein shall be deemed to entitle any Loan Party to any other consent to, or any other waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the
Credit Agreement or any other Loan Document in similar or different circumstances. 

12.       Successors and Assigns.    This Amendment shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 

13.       Consent to Jurisdiction; Waiver of Jury Trial.   The
jurisdiction and waiver of jury trial provisions set forth in Sections 10.15 and 10.16 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis. 

[remainder of page intentionally left blank] 

  
 12 








 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written. 
  
  

					
		 	          GLOBAL EAGLE ENTERTAINMENT INC., as
Borrower



					
			
		 	 By:
	 	 /s/ Paul Rainey

		 		 	 Name:  Paul Rainey

		 		 	 Title:    Executive Vice President, Chief Financial
Officer



					
		
		 	         AIRLINE MEDIA PRODUCTIONS,
INC.



					
			
		 	 By:
	 	 /s/ Paul Rainey

		 		 	 Name:  Paul Rainey

		 		 	 Title:    Authorized Signatory



					
		
		 	         ENTERTAINMENT IN MOTION,
INC.



					
			
		 	 By:
	 	 /s/ Paul Rainey

		 		 	 Name:  Paul Rainey

		 		 	 Title:    Authorized Signatory



					
		
		 	 GLOBAL EAGLE ENTERTAINMENT OPERATIONS SOLUTIONS,
INC.



					
			
		 	 By:
	 	 /s/ Paul Rainey

		 		 	 Name:  Paul Rainey

		 		 	 Title:    Authorized Signatory



					
		
		 	       EMC INTERMEDIATE,
LLC



					
			
		 	 By:
	 	 /s/ Paul Rainey

		 		 	 Name:  Paul Rainey

		 		 	 Title:    Authorized Signatory



					
		
		 	       INFLIGHT PRODUCTIONS USA
INC.



					
			
		 	 By:
	 	 /s/ Paul Rainey

		 		 	 Name:  Paul Rainey

		 		 	 Title:    Authorized Signatory



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 









					
		 	 POST MODERN EDIT, INC.

			
		 	 By:  
	 	 /s/ Paul Rainey

		 		 	 Name:  Paul Rainey

		 		 	 Title:    Authorized Signatory



					
		
		 	 THE LAB AERO, INC.

			
		 	 By:  
	 	 /s/ Paul Rainey

		 		 	 Name:  Paul Rainey

		 		 	 Title:    Authorized Signatory



					
		
		 	 ROW 44, INC.

			
		 	 By:  
	 	 /s/ Paul Rainey

		 		 	 Name:  Paul Rainey

		 		 	 Title:    Authorized Signatory



					
		
		 	 N44HQ, LLC

		 	 By:  Row 44, Inc., its Sole Member

			
		 	 By:  
	 	 /s/ Paul Rainey

		 		 	 Name:  Paul Rainey

		 		 	 Title:    Authorized Signatory



					
		
		 	 EMERGING MARKETS COMMUNICATIONS,
LLC



					
			
		 	 By:  
	 	 /s/ Paul Rainey

		 		 	 Name:  Paul Rainey

		 		 	 Title:    Authorized Signatory



					
		
		 	    EMC ACQUISITION, LLC



					
			
		 	 By:  
	 	 /s/ Paul Rainey

		 		 	 Name:  Paul Rainey

		 		 	 Title:    Authorized Signatory



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 









					
		 	 SCISCO PARENT, INC.

			
		 	 By:  
	 	 /s/ Paul Rainey

		 		 	 Name:  Paul Rainey

		 		 	 Title:    Authorized Signatory



					
		
		 	 SEAMOBILE INC.

			
		 	 By:  
	 	 /s/ Paul Rainey

		 		 	 Name:  Paul Rainey

		 		 	 Title:    Authorized Signatory



					
		
		 	 MARITEL HOLDINGS, INC.

			
		 	 By:  
	 	 /s/ Paul Rainey

		 		 	 Name:  Paul Rainey

		 		 	 Title:    Authorized Signatory



					
		
		 	 MARITIME TELECOMMUNICATIONS NETWORK,
INC.



					
			
		 	 By:  
	 	 /s/ Paul Rainey

		 		 	 Name:  Paul Rainey

		 		 	 Title:    Authorized Signatory



					
		
		 	    MTN GOVERNMENT SERVICES,
INC.



					
			
		 	 By:  
	 	 /s/ Paul Rainey

		 		 	 Name:  Paul Rainey

		 		 	 Title:    Authorized Signatory



					
		
		 	 MTN LICENSE CORP.



					
			
		 	 By:  
	 	 /s/ Paul Rainey

		 		 	 Name:  Paul Rainey

		 		 	 Title:    Authorized Signatory



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 









					
		 	 EMC-JV HOLDCO LLC

			
		 	 By:  
	 	 /s/ Paul Rainey

		 		 	 Name:  Paul Rainey

		 		 	 Title:    Authorized Signatory



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 









					
		 	 CITIBANK, N.A., as Administrative Agent, L/C Issuer,

Swing Line Lender and Lender

			
		 	 By:  
	 	 /s/ Michael V. Moore

		 		 	 Name:  Michael V. Moore

		 		 	 Title:    Vice President



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 









					
		 	 MACQUARIE CAPITAL FUNDING LLC, as
Lender



					
			
		 	 By:  
	 	 /s/ Lisa Grushkin

		 		 	 Name:  Lisa Grushkin

		 		 	 Title:    Authorized Signatory



					
			
		 	 By:  
	 	 /s/ Steve Mehos

		 		 	 Name:  Steve Mehos

		 		 	 Title:    Authorized Signatory



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Bank of America, N.A., as Lender
		
	By:	 	 /s/ Ryan Pennetti

		 	Name: Ryan Pennetti
		 	Title: Vice President



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Citizens Bank, National Association, as Lender
		
	By:	 	 /s/ Ravi Pillay

		 	Name: Ravi Pillay
		 	Title: Vice President



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	AMMC CLO 15, LIMITED, as Lender
	BY: American Money Management Corp., as Collateral Manager
		
	By:	 	 /s/ David P. Meyer

		 	Name: David P. Meyer
		 	Title: Senior Vice President
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:
		 	Title:



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	AMMC CLO 16, LIMITED, as Lender
	By: American Money Management Corp., as Collateral Manager
		
	By:	 	 /s/ David P. Meyer

		 	Name: David P. Meyer
		 	Title: Senior Vice President
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:
		 	Title:



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	AMMC CLO 17, LIMITED, as Lender
	By: American Money Management Corp., as Collateral Manager
		
	By:	 	 /s/ David P. Meyer

		 	Name: David P. Meyer
		 	Title: Senior Vice President
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:
		 	Title:



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	AMMC CLO 18, LIMITED, as Lender
	By: American Money Management Corp., as Collateral Manager
		
	By:	 	 /s/ David Meyer

		 	Name: David Meyer
		 	Title: Senior Vice President
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:
		 	Title:



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	AMMC CLO 19, LIMITED, as Lender
	By: American Money Management Corp., as Collateral Manager
		
	By:	 	 /s/ David Meyer

		 	Name: David Meyer
		 	Title: Senior Vice President
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:
		 	Title:



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	AMMC CLO 20, LIMITED, as Lender
	By: American Money Management Corp., as Collateral Manager
		
	By:	 	 /s/ David Meyer

		 	Name: David Meyer
		 	Title: Senior Vice President
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:
		 	Title:



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	AMMC CLO XIII, LIMITED, as Lender
	By: American Money Management Corp., as Collateral Manager
		
	By:	 	 /s/ David P. Meyer

		 	Name: David P. Meyer
		 	Title: Senior Vice President
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:
		 	Title:



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	AMMC CLO XIV, LIMITED, as Lender
		
	By:	 	 /s/ David P. Meyer

		 	Name: David P. Meyer
		 	Title: Senior Vice President
	
	If a second signature is necessary:
		
	By:	 	
		 	 Name: 

		 	 Title: 




  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	JMP CREDIT ADVISORS CLO III LTD.
	By: JMP Credit Advisors LLC, As Attorney-in-Fact
		
	By:	 	 /s/ Shawn S. O’Leary

		 	Name:	 	Shawn S. O’Leary
		 	Title:	 	Director



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	VC4 Debt Investments (U.S.), L.L.C, as Lender


 
					
		
	By:	 	 /s/ James Murray

		 	Name: James Murray
		 	Title: AUTHORIZED PERSON
	
	[If a second signature is necessary:


 
					
		
	By:	 	  

		 	 Name: 

		 	 Title:] 




  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	 SDPFlagshipMasterFund, LP, as Lender 



 
					
		
	By:	 	 /s/ Qazi M. Alam

		 	Name: Qazi M. Alam
		 	Title: CEO/CIO
	
	[If a second signature is necessary:


 
					
		
	By:	 	  

		 	 Name: 

		 	 Title:]




  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	 NPB Manager Fund SPC, as Lender
 on
behalf of and for the account of Segregated Portfolio 102 

		
	By:	 	 /s/ Qazi M. Alam

		 	Name:	 	Qazi M. Alam
		 	Title: CEO/CIO of Subadvisor
	
	[If a second signature is necessary:
		
	By:	 	  

		 	Name:	 	
		 	Title:]	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	 NPB Manager Fund, SPC, as Lender
 on
behalf of and for the account of Segregated Portfolio 103

		
	By:	 	 /s/ Qazi M. Alam

		 	Name:	 	Qazi M. Alam
		 	Title: CEO/ CIO of Subadvisor
	
	[If a second signature is necessary:
		
	By:	 	  

		 	Name:	 	
		 	Title:]	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	VENTURE XII CLO, Limited, as Lender 
	BY: its investment advisor
	MJX Asset Management LLC
		
	By:	 	 /s/ Michael Regan

		 	Name:	 	Michael Regan
		 	Title: Managing Director
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	VENTURE XIII CLO, Limited, as Lender BY: its Investment Advisor 
	MJX Asset Management LLC
		
	By:	 	 /s/ Michael Regan

		 	Name:	 	Michael Regan
		 	Title: Managing Director
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	VENTURE XIV CLO, Limited, as Lender 
	By: its investment advisor
	MJX Asset Management LLC
		
	By:	 	 /s/ Michael Regan

		 	Name:	 	Michael Regan
		 	Title: Managing Director
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	VENTURE XV CLO, Limited, as Lender
	By: its investment advisor
	MJX Asset Management LLC
		
	By:	 	 /s/ Michael Regan

		 	Name:	 	Michael Regan
		 	Title: Managing Director
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	VENTURE XVI CLO, Limited, as Lender 
	By: its investment advisor
	MJX Asset Management LLC
		
	By:	 	 /s/ Michael Regan

		 	Name:	 	Michael Regan
		 	Title: Managing Director
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Venture XVII CLO Limited, as Lender
	 BY: its investment advisor, MJX Asset Management, LLC

		
	By:	 	 /s/ Michael Regan

		 	Name:	 	Michael Regan
		 	Title: Managing Director
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Venture XVIII CLO, Limited, as Lender
	By: its investment advisor 
	MJX Asset Management LLC
		
	By:	 	 /s/ Michael Regan

		 	Name:	 	Michael Regan
		 	Title: Managing Director
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	VENTURE XIX CLO, Limited, as Lender
	By: its investment advisor 
	MJX Asset Management LLC
		
	By:	 	 /s/ Michael Regan

		 	Name:	 	Michael Regan
		 	Title: Managing Director
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	VENTURE XX CLO, Limited, as Lender
	 By: its investment advisor

		 	MJX Asset Management LLC
		
	 By:
	 	 /s/ Michael Regan

		 	Name:	 	Michael Regan
		 	Title: Managing Director
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Venture XXI CLO, Limited, as Lender
	By: its investment advisor 
	MJX Asset Management LLC
		
	By:	 	 /s/ Michael Regan

		 	Name:	 	Michael Regan
		 	Title: Managing Director
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Venture XXII CLO Limited, as Lender
	By: its investment advisor MJX Asset Management LLC

		
	By:	 	 /s/ Michael Regan

		 	Name:	 	Michael Regan
		 	Title: Managing Director
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
			
	Venture XXIII CLO, Limited, as Lender
	By: its investment advisor MJX Asset Management LLC
		
	By:	 	 /s/ Michael Regan

		 	 Name: Michael Regan

		 	 Title: Managing Director

	
	If a second signature is necessary:
		
	By:	 	
		 	Name:
		 	Title:



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
			
	Venture XXIV CLO, Limited, as Lender
	 By: its investment advisor
 MJX
Asset Management LLC

		
	By:	 	 /s/ Michael Regan

		 	Name: Michael Regan
		 	Title: Managing Director
	
	If a second signature is necessary:
		
	By:	 	
		 	Name: 
		 	Title: 



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
			
	Venture XXVI CLO, Limited, as Lender
	 By: its investment advisor
 MJX
Venture Management LLC

		
	By:	 	 /s/ Michael Regan

		 	Name: Michael Regan
		 	Title: Managing Director
	
	If a second signature is necessary:
		
	By:	 	
		 	Name: 
		 	Title: 



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
			
	CBAM Funding 2016-1 LLC, as Lender


 
			
		
	By:	 	 /s/ John H. Garrett

		 	Name: John H. Garrett
		 	Title: Managing Director


 
			
	
	[If a second signature is necessary:


 
			
		
	By:	 	  

		 	Name: 
		 	Title:] 



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
			
	AXA IM Paris SA, for and on behalf of
MATIGNON LOANS IARD FUND, as Lender
		
	By:	 	 /s/ Matthieu Martin

		 	Name: Matthieu Martin
		 	Title: Senior Trader



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 









			
	AXA IM Paris SA, for and on behalf of
Matignon Loans Fund, as Lender
		
	By:	 	 /s/ Matthieu Martin

		 	Name: Matthieu Martin
		 	Title: Senior Trader



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
			
	AXA IM Paris SA, for and on behalf of
AXA Germany Leveraged Loans Fund, as Lender
		
	By:	 	 /s/ Matthieu Martin

		 	Name: Matthieu Martin
		 	Title: Senior Trader



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
			
	AXA IM Paris SA, for and on behalf of
Columbus Diversified Leveraged Loans Fund, as Lender
		
	By:	 	 /s/ Matthieu Martin

		 	Name: Matthieu Martin
		 	Title: Senior Trader



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
			
	AXA IM Paris SA, for and on behalf of
Columbus Global Debt Fund, as Lender
		
	By:	 	 /s/ Matthieu Martin

		 	Name: Matthieu Martin
		 	Title: Senior Trader



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
			
	AXA IM Paris SA, for and on behalf of
AXA UK Leveraged Loans Fund, as Lender
		
	By:	 	 /s/ Matthieu Martin

		 	Name: Matthieu Martin
		 	Title: Senior Trader



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
			
	AXA IM Inc, for and on behalf of
ALLEGRO CLO IV Ltd, as Lender
		
	By:	 	 /s/ Matthieu Martin

		 	Name: Matthieu Martin
		 	Title: Senior Trader



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
			
	AXA IM Inc, for and on behalf of
ALLEGRO CLO III, Ltd, as Lender
		
	By:	 	 /s/ Matthieu Martin

		 	Name: Matthieu Martin
		 	Title: Senior Trader



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
			
	AXA IM Inc, for and on behalf of
ALLEGRO CLO II, Ltd, as Lender
		
	By:	 	 /s/ Matthieu Martin

		 	Name: Matthieu Martin
		 	Title: Senior Trader



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 









			
	 AXA IM Inc, for and on behalf of

ALLEGRO CLO I, Ltd, as Lender

		
	By:	 	 /s/ Matthieu Martin

		 	Name: Matthieu Martin
		 	Title: Senior Trader



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 









			
	 SIC JV SPV FUNDING I LLC
 a Delaware
limited liability company

	
	By: SIERRA SENIOR LOAN STRATEGY JV I LLC,
	 a Delaware limited liability company,

its Designated Manager

		
	By:	 	 /s/ Christopher M. Mathieu

		 	Name: Christopher M. Mathieu
		 	Title: Authorized Person



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
			
	 MCC JV SPV FUNDING I LLC 

	 a Delaware limited liability company 

	
	 By: MCC SENIOR LOAN STRATEGY JV I LLC, 

	 a Delaware limited liability company

its Designated Manager 

		
	By:	 	 /s/ Richard T. Allorto, Jr.

		 	Name: Richard T. Allorto, Jr.
		 	Title: Authorized Person



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
			
	MEDLEY CREDIT STRATEGIES (KOC) LLC
	a Delaware limited liability company
		
	By:	 	Medley SMA Advisors LLC, 
	 a Delaware limited liability company

its manager

		
	By:	 	 /s/ Richard T. Allorto, Jr.

	 Name: Richard T. Allorto, Jr. 

	 Title: Chief Financial Officer 




  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
			
	Echelon Investment Partners Master LP, as Lender
		
	By:	 	 /s/ Igor Volshteyn

		 	Name: Igor Volshteyn
		 	Title: Managing Member of GP
	
	[If a second signature is necessary:
		
	By:	 	  

		 	Name:
		 	Title:]



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
			
	BNPP IP CLO 2014-1, Ltd., as Lender
		
	By:	 	 /s/ Vanessa Ritter

		 	Name: Vanessa Ritter
		 	Title: Portfolio Manager



  
 (Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement) 








 
			
	BNPP IP CLO 2014-II, Ltd., as Lender
		
	By:	 	 /s/ Vanessa Ritter

		 	Name: Vanessa Ritter
		 	Title: Portfolio Manager



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Bower 1 LLC, as Lender
	By:	 	Citibank, N.A.,
		
	By:	 	 /s/ Mitesh Bhakta

		 	Name: Mitesh Bhakta
		 	Title: Associate Director
	
	If a second signature is necessary: 
	
	By:
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	The Toronto-Dominion Bank, New York Branch, as Lender
		
	By:	 	 /s/ Lexanne Cooper

		 	Name: Lexanne Cooper
		 	Title: Authorized Signatory
	
	[If a second signature is necessary:
		
	By:	 	  

		 	Name:	 	
		 	Title:]	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	TRALEE CLO II, LTD, as Lender
	By: Par-Four Investment Management, LLC
		 	As Collateral Manager
		
	By:	 	 /s/ Dennis Gorczyca

		 	 Name: Dennis Gorczyca
 Title:
Managing Director

	
	If a second signature is necessary:
		
	By:	 	
		 	Name:
		 	Title:



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	TRALEE CLO III, LTD., as Lender 
	By: Par-Four Investment Management, LLC
	As Collateral Manager
		
	By:	 	 /s/ Dennis Gorczyca

		 	Name: Dennis Gorczyca
		 	Title: Managing Director
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:
		 	Title:



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
			
	MARATHON CLO IX LTD., as a Lender
	 By: MARATHON ASSET MANAGEMENT, L.P.

	as Portfolio Manager
		
	By:	 	 /s/ Louis Hanover

		 	Name: Louis Hanover
		 	Title: Authorized Signatory



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Marathon CLO VI, Ltd., as a Lender
		
	By:	 	 /s/ Louis Hanover

		 	Name: Louis Hanover
		 	Title: Authorized Signatory



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	MARATHON CLO VII LTD., as a Lender


 
			
		
	By:	 	 /s/ Louis Hanover

		 	Name: Louis Hanover
		 	Title: Authorized Signatory



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 









					
	Marathon CLO VIII Ltd., as a Lender


 
			
		
	By:	 	 /s/ Louis Hanover

		 	Name: Louis Hanover
		 	Title: Authorized Signatory



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 









					
	 American Beacon Sound Point Floating Rate Income Fund, a series of American Beacon Funds, as Lender

By: Sound Point Capital Management, LP as Sub-Advisor

		
	By:	 	 /s/ Misha Shah

		 	Name: Misha Shah
		 	Title: CLO Operations Associate
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	BMO Funds, Inc. - BMO Alternative Strategies Fund, as Lender
	By: Sound Point Capital Management, LP as Sub-Adviser
		
	By:	 	 /s/ Misha Shah

		 	Name: Misha Shah
		 	Title: CLO Operations Associate
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Cavello Bay Reinsurance Limited, as Lender
	By: Sound Point Capital Management, LP as Manager
		
	By:	 	 /s/ Misha Shah

		 	Name: Misha Shah
		 	Title: CLO Operations Associate
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Commonwealth of Pennsylvania, Treasury Department, as Lender
	BY: Sound Point Capital Management, LP as Investment Advisor
		
	By:	 	 /s/ Misha Shah

		 	Name:	 	Misha Shah
		 	Title: CLO Operations Associate
	
	If a second signature is necessary:
			
	By:	 		 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	 Commonwealth of Pennsylvania, Treasury Department - Tuition Account Program, as Lender

BY: Sound Point Capital Management, LP as Investment Advisor

		
	By:	 	 /s/ Misha Shah

		 	Name: Misha Shah
		 	Title: CLO Operations Associate
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Kaiser Foundation Hospitals, as Lender
	By: Sound Point Capital Management, LP as Manager
		
	By:	 	 /s/ Misha Shah

		 	Name: Misha Shah
		 	Title: CLO Operations Associate
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:
		 	Title:



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Kaiser Permanente Group Trust, as Lender
	By: Sound Point Capital Management, LP as Manager
		
	By:	 	 /s/ Misha Shah

		 	Name: Misha Shah
		 	Title: CLO Operations Associate
	
	 If a second signature is necessary:

		
	By:	 	
		 	Name:
		 	Title:



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Neuberger Berman Alternative Funds - Neuberger Berman Absolute Return Multi-Manager Fund, as Lender
	By: Sound Point Capital Management, LP as Sub-Adviser
		
	By:	 	 /s/ Misha Shah

		 	Name: Misha Shah
		 	Title: CLO Operations Associate
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:
		 	Title:



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Neuberger Berman Investment Funds Plc, as Lender
	BY: Sound Point Capital Management, LP as Sub Investment Advisor
		
	By:	 	 /s/ Misha Shah

		 	Name: Misha Shah
		 	Title: CLO Operations Associate
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:
		 	Title:



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Principal Funds, Inc. - Global Multi-Strategy Fund, as Lender
	By: Sound Point Capital Management, LP as Sub-Advisor
		
	By:	 	 /s/ Misha Shah

		 	Name: Misha Shah
		 	Title: CLO Operations Associate
	
	If a second signature is necessary:
			
	By:	 		 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Privilege Underwriters Reciprocal Exchange, as Lender 
	By: Sound Point Capital Management, LP as Manager
		
	By:	 	 /s/ Misha Shah

		 	Name: Misha Shah
		 	Title: CLO Operations Associate
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:
		 	Title:



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	PURE Insurance Company, as Lender
	By: Sound Point Capital Management, LP as Manager
		
	By:	 	 /s/ Misha Shah

		 	Name: Misha Shah
		 	Title: CLO Operations Associate
	
	If a second signature is necessary:
			
	By:	 		 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Sound Point CLO III, Ltd, as Lender
	BY: Sound Point Capital Management, LP as Collateral Manager
		
	By:	 	 /s/ Misha Shah

		 	Name: Misha Shah
		 	Title: CLO Operations Associate
	
	If a second signature is necessary:
			
	By:	 		 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Sound Point CLO IV, Ltd, as Lender
	BY: Sound Point Capital Management, LP as Collateral Manager
		
	By:	 	 /s/ Misha Shah

		 	Name: Misha Shah
		 	Title: CLO Operations Associate
	
	If a second signature is necessary:
			
	By:	 		 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Sound Point CLO IX, Ltd., as Lender
		
	By:	 	 /s/ Misha Shah

		 	Name: Misha Shah
		 	Title: CLO Operations Associate
	
	If a second signature is necessary:
			
	By:	 		 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Sound Point CLO V, Ltd., as Lender
	BY: Sound Point Capital Management, LP as Collateral Manager
		
	By:	 	 /s/ Misha Shah

		 	Name: Misha Shah
		 	Title: CLO Operations Associate
	
	If a second signature is necessary:
			
	By:	 		 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Sound Point CLO VI, Ltd., as Lender
	BY: Sound Point Capital Management, LP as Collateral Manager
		
	By:	 	 /s/ Misha Shah

		 	Name: Misha Shah
		 	Title: CLO Operations Associate
	
	If a second signature is necessary:
			
	By:	 		 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Sound Point CLO VII, Ltd., as Lender
	BY: Sound Point Capital Management, LP as Collateral Manager
		
	By:	 	 /s/ Misha Shah

		 	Name: Misha Shah
		 	Title: CLO Operations Associate
	
	If a second signature is necessary:
			
	By:	 		 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Sound Point CLO VIII, Ltd., as Lender
	BY: Sound Point Capital Management, LP as Collateral Manager
		
	By:	 	 /s/ Misha Shah

		 	Name: Misha Shah
		 	Title: CLO Operations Associate
	
	If a second signature is necessary:
			
	By:	 		 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Sound Point CLO X, Ltd., as Lender
	By: Sound Point Capital Management, LP as Collateral Manager
		
	By:	 	 /s/ Misha Shah

		 	Name: Misha Shah
		 	Title: CLO Operations Associate
	
	If a second signature is necessary:
			
	By:	 		 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Sound Point CLO XI, Ltd., as Lender
	By: Sound Point Capital Management, LP as Collateral Manager
		
	By:	 	 /s/ Misha Shah

		 	Name: Misha Shah
		 	Title: CLO Operations Associate
	
	If a second signature is necessary:
			
	By:	 		 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Sound Point CLO XII, Ltd., as Lender
	By: Sound Point Capital Management, LP as Collateral Manager
		
	By:	 	 /s/ Misha Shah

		 	Name: Misha Shah
		 	Title: CLO Operations Associate
	
	If a second signature is necessary:
			
	By:	 		 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Sound Point CLO XIV, Ltd., as Lender
	By: Sound Point Capital Management, LP as Collateral Manager
		
	By:	 	 /s/ Misha Shah

		 	Name: Misha Shah
		 	Title: CLO Operations Associate
	
	If a second signature is necessary:
			
	By:	 		 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Sound Point CLO XV, Ltd, as Lender
	By: Sound Point Capital Management, LP as Collateral Manager
		
	By:	 	 /s/ Misha Shah

		 	Name: Misha Shah
		 	Title: CLO Operations Associate
	
	If a second signature is necessary:
			
	By:	 		 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Sound Point Credit Opportunities Master Fund, LP, as Lender
	BY: Sound Point Capital Management, LP as Investment Advisor
		
	By:	 	 /s/ Misha Shah

		 	Name: Misha Shah
		 	Title: CLO Operations Associate
	
	If a second signature is necessary:
			
	By:	 		 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Sound Point Montauk Fund, L.P., as Lender
	By: Sound Point Capital Management, LP as Investment Manager
		
	By:	 	 /s/ Misha Shah

		 	Name: Misha Shah
		 	Title: CLO Operations Associate
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:	 	
		 	 Title:
	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Sound Point Senior Floating Rate Master Fund, L.P., as Lender
	BY: Sound Point Capital Management, LP as Investment Advisor
		
	By:	 	 /s/ Misha Shah

		 	Name: Misha Shah
		 	Title: CLO Operations Associate
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Teamsters Pension Trust Fund of Philadelphia & Vicinity, as Lender
	BY: Sound Point Capital Management, LP as Investment Advisor
		
	By:	 	 /s/ Misha Shah

		 	Name: Misha Shah
		 	Title: CLO Operations Associate
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	MONROE CAPITAL CLO 2014-1, LTD, as Lender
	
	By: Monroe Capital Management LLC, as Asset Manager and Attorney-in-fact
		
	By:	 	 /s/ Jeffrey Williams

		 	Name: Jeffrey Williams
		 	Title: Managing Director
	
	[If a second signature is necessary:
		
	By:	 	  

		 	Name:	 	
		 	Title:]	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	MONROE CAPITAL MML CLO 2016-1, LTD, as Lender
	
	By: Monroe Capital Management LLC, as Collateral Manager and Attorney-in-fact
		
	By:	 	 /s/ Jeffrey Williams

		 	Name: Jeffrey Williams
		 	Title: Managing Director
	
	[If a second signature is necessary:
		
	By:	 	  

		 	Name:	 	
		 	Title:]	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Kingsland VI, as Lender
	By: Kingsland Capital Management, LLC as Manager
		
	By:	 	 /s/ Katherine Kim

		 	Name: Katherine Kim
		 	Title: Authorized Signatory
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Kingsland VII, as Lender
	By: Kingsland Capital Management, LLC as Manager
		
	By:	 	 /s/ Katherine Kim

		 	Name: Katherine Kim
		 	Title: Authorized Signatory
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
			
	BARCLAYS BANK PLC, as Lender
		
	By:	 	 /s/ May Huang

		 	Name: May Huang
		 	Title: Assistant Vice President



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	ALJ Global Loan Fund 2016 A SERIES TRUST OF MULTI MANAGER GLOBAL INVESTMENT TRUST, as Lender
		
	By:	 	 /s/ Andrew Sieurin

		 	Name: Andrew Sieurin
		 	Title: Credit Analyst
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	 BNY Mellon Global High Yield Bond Fund, as Lender

by Alcentra NY, LLC the investment manager

		
	By:	 	 /s/ Andrew Sieurin

		 	Name: Andrew Sieurin
		 	Title: Credit Analyst
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Collective Trust High Yield Fund, as Lender
	By: Alcentra NY, LLC, as investment advisor
		
	By:	 	 /s/ Andrew Sieurin

		 	Name: Andrew Sieurin
		 	Title: Credit Analyst
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Dreyfus/Laurel Funds Trust - Dreyfus High Yield Fund, as Lender
	By: Alcentra NY, LLC, as investment advisor
		
	By:	 	 /s/ Andrew Sieurin

		 	Name: Andrew Sieurin
		 	Title: Credit Analyst
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	 Global-Loan SV S.a r.l., as Lender

Executed by Alcentra Limited as Portfolio Manager, and Alcentra NY, LLC as Sub-Manager, for and on behalf of Global-Loan SV Sarl

		
	By:	 	 /s/ Andrew Sieurin

		 	Name: Andrew Sieurin
		 	Title: Credit Analyst
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Multi-Credit SV S.a.r.l., as Lender
		
	By:	 	 /s/ Andrew Sieurin

		 	Name: Andrew Sieurin
		 	Title: Credit Analyst
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 









					
	Shackleton 2013-III CLO, Ltd., as Lender
	BY: Alcentra NY, LLC, as investment advisor
		
	By:	 	 /s/ Andrew Sieurin

		 	Name: Andrew Sieurin
		 	Title: Credit Analyst
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 









					
	Shackleton 2013-IV CLO, LTD, as Lender
	by Alcentra NY, LLC as its Collateral Manager
		
	By:	 	 /s/ Andrew Sieurin

		 	Name: Andrew Sieurin
		 	Title: Credit Analyst
	
	 If a second signature is necessary:

		
	By:	 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 









					
	Shackleton 2014-V CLO, Ltd., as Lender
		
	By:	 	 /s/ Andrew Sieurin

		 	Name: Andrew Sieurin
		 	Title: Credit Analyst
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Shackleton 2014-VI CLO, Ltd., as Lender
	BY: Alcentra NY, LLC as its Collateral Manager
		
	By:	 	 /s/ Andrew Sieurin

		 	Name: Andrew Sieurin
		 	Title: Credit Analyst
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 









					
	Shackleton 2015-VII CLO, Ltd, as Lender
	BY: Alcentra NY, LLC as its Collateral Manager
		
	By:	 	 /s/ Andrew Sieurin

		 	Name: Andrew Sieurin
		 	Title: Credit Analyst
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 









					
	Shackleton 2015-VIII CLO, Ltd., as Lender
		
	By:	 	 /s/ Andrew Sieurin

		 	Name: Andrew Sieurin
		 	Title: Credit Analyst
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 









					
	Shackleton 2016-IX CLO, Ltd, as Lender
	by Alcentra NY, LLC as its Collateral Manager
		
	By:	 	 /s/ Andrew Sieurin

		 	Name: Andrew Sieurin
		 	Title: Credit Analyst
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	 Shackleton 2017-X CLO, Ltd, as Lender

by Alcentra NY, LLC as its Collateral Manager

		
	By:	 	 /s/ Andrew Sieurin

		 	Name: Andrew Sieurin
		 	Title: Credit Analyst
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	The Dreyfus/Laurel Funds, Inc. - Dreyfus Floating Rate Income Fund, as Lender
	By: Alcentra NY, LLC, as investment advisor
		
	By:	 	 /s/ Andrew Sieurin

		 	Name:	 	Andrew Sieurin
		 	Title: Credit Analyst
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	US Loan SV S.a.r.l., as Lender
		
	By:	 	 /s/ Andrew Sieurin

		 	Name: Andrew Sieurin
		 	Title: Credit Analyst
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Carlyle Global Market Strategies CLO 2012-3, Ltd., as Lender
		
	By:	 	 /s/ Linda Pace

		 	Name: Linda Pace
		 	Title: Managing Director
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Carlyle Global Market Strategies CLO 2012-4, Ltd., as Lender
		
	By:	 	 /s/ Linda Pace

		 	Name: Linda Pace
		 	Title: Managing Director
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Carlyle Global Market Strategies CLO 2014-1, Ltd., as Lender
		
	By:	 	 /s/ Linda Pace

		 	Name: Linda Pace
		 	Title: Managing Director
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Carlyle Global Market Strategies CLO 2014-2, Ltd., as Lender
		
	By:	 	 /s/ Linda Pace

		 	Name: Linda Pace
		 	Title: Managing Director
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Carlyle Global Market Strategies CLO 2014-3, Ltd., as Lender
		
	By:	 	 /s/ Linda Pace

		 	Name: Linda Pace
		 	Title: Managing Director
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Carlyle Global Market Strategies CLO 2014-4, Ltd., as Lender
		
	By:	 	 /s/ Linda Pace

		 	Name: Linda Pace
		 	Title: Managing Director
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Carlyle Global Market Strategies CLO 2014-5, Ltd., as Lender
		
	By:	 	 /s/ Linda Pace

		 	Name: Linda Pace
		 	Title: Managing Director
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Carlyle Global Market Strategies CLO 2015-1, Ltd., as Lender
		
	By:	 	 /s/ Linda Pace

		 	Name: Linda Pace
		 	Title: Managing Director
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Carlyle Global Market Strategies CLO 2015-2, Ltd., as Lender
		
	By:	 	 /s/ Linda Pace

		 	Name: Linda Pace
		 	Title: Managing Director
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Carlyle Global Market Strategies CLO 2015-3, Ltd., as Lender
		
	By:	 	 /s/ Linda Pace

		 	Name: Linda Pace
		 	Title: Managing Director
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:	 	
		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Carlyle Global Market Strategies CLO 2015-4, Ltd., as Lender
		
	By:	 	 /s/ Linda Pace

		 	Name: Linda Pace
		 	Title: Managing Director
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:
		 	Title:



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Carlyle Global Market Strategies CLO 2015-5, Ltd., as Lender
		
	By:	 	 /s/ Linda Pace

		 	Name: Linda Pace
		 	Title: Managing Director
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:
		 	Title:



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Carlyle Global Market Strategies CLO 2016-1, Ltd., as Lender
		
	By:	 	 /s/ Linda Pace

		 	Name: Linda Pace
		 	Title: Managing Director
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:
		 	Title:



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Carlyle Global Market Strategies CLO 2016-2 Ltd., as Lender
		
	By:	 	 /s/ Linda Pace

		 	Name: Linda Pace
		 	Title: Managing Director
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:
		 	Title:



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Carlyle Global Market Strategies CLO 2016-3, Ltd., as Lender
		
	By:	 	 /s/ Linda Pace

		 	Name: Linda Pace
		 	Title: Managing Director
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:
		 	Title:



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Carlyle US CLO 2016-4, Ltd., as Lender
		
	By:	 	 /s/ Linda Pace

		 	Name: Linda Pace
		 	Title: Managing Director
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:
		 	Title:



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Carlyle US CLO 2017-1, Ltd., as Lender
		
	By:	 	 /s/ Linda Pace

		 	Name: Linda Pace
		 	Title: Managing Director
	
	If a second signature is necessary:
		
	By:	 	
		 	Name:
		 	Title:



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 









			
		 	IG Mackenzie Floating Rate Income Fund
		
		 	Mackenzie Strategic Bond Fund
		
		 	Mackenzie Canadian All Cap Balanced Fund
		
		 	Mackenzie Income Fund
		
		 	Manulife Sentinel Income (33) Fund UT
		
		 	Great-West Life Income Fund 6.06M
		
		 	London Life Income Fund 2.26MF
		
		 	Symmetry Canadian Bond Fund - 3864SLF
		
		 	Mackenzie Canadian Growth Balanced Fund
		
		 	Mackenzie Canadian Large Cap Balanced Fund
		
		 	Mackenzie Ivy Canadian Balanced Fund
		
		 	Great West Life Growth & Income Fund 6.05M
		
		 	London Life Growth & Income Fund 2.27MF
		
		 	Mackenzie Ivy Global Balanced Fund
		
		 	Mackenzie Cundill Canadian Balanced Fund
		
		 	Mackenzie Canadian Short Term Income Fund
		
		 	Mackenzie Strategic Income Fund
		
		 	IG Mackenzie Strategic Income Fund
		
		 	Mackenzie Floating Rate Income Fund
		
		 	Mackenzie Investment Grade Floating Rate Fund
		
		 	Mackenzie Global Tactical Bond Fund
		
		 	Mackenzie Global Strategic Income Fund
		
		 	Mackenzie Unconstrained Fixed Income Fund
		
		 	Mackenzie Global Tactical Investment Grade Bond Fund
		
		 	Mackenzie USD Global Strategic Income Fund
		
		 	Mackenzie USD Ultra Short Duration Income Fund
		
		 	Mackenzie USD Global Tactical Bond Fund
		
		 	Mackenzie Diversified Alternatives Fund
		
		 	Mackenzie Core Plus Global Fixed Income ETF
		
		 	Mackenzie Unconstrained Bond ETF
		
		 	Mackenzie Floating Rate Income ETF
		
		 	Mackenzie Core Plus Canadian Fixed Income ETF, as Lender


									
				
		 	  By:  	 	 /s/ Movin Mokbel
	  	
		 		 	Name: Movin Mokbel	  	
		 		 	Title: VP, Investments	  	
				
		 	  By:	 	 /s/ Daniel Cooper
	  	
		 		 	Name: Daniel Cooper	  	
		 		 	Title: VP, Investments	  	








 KKR Financial CLO 2013-2, Ltd., as
Lender         

							
			
		 	  By:	 	 /s/ Jeffrey M. Smith

		 		 	Name:	 	Jeffrey M. Smith
		 		 	Title:	 	Authorized Signatory
	
	For any Lender requiring a second signature line:
			
		 	  By:	 	  

		 		 	Name:	 	
		 		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 KKR Global Credit Opportunities Master Fund L.P. as
Lender                                   

							
			
		 	  By:	 	 /s/ Jeffrey M. Smith

		 		 	Name:	 	Jeffrey M. Smith
		 		 	Title:	 	Authorized Signatory
	
	For any Lender requiring a second signature line:
			
		 	  By:	 	  

		 		 	Name:	 	
		 		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
							
		 	KKR CLO 9 LTD., as Lender
			
		 	  By:	 	 /s/ Jeffrey M. Smith

		 		 	Name:	 	Jeffrey M. Smith
		 		 	Title:	 	Authorized Signatory
	
	For any Lender requiring a second signature line:
			
		 	  By:	 	  

		 		 	Name:	 	
		 		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
							
		 	KKR CLO 10 Ltd, as Lender
			
		 	  By:	 	 /s/ Jeffrey M. Smith

		 		 	Name:	 	Jeffrey M. Smith
		 		 	Title:	 	Authorized Signatory
	
	For any Lender requiring a second signature line:
			
		 	  By:	 	  

		 		 	Name:	 	
		 		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 









							
		 	KKR CLO 11 Ltd, as Lender
			
		 	  By:	 	 /s/ Jeffrey M. Smith

		 		 	Name:	 	Jeffrey M. Smith
		 		 	Title:	 	Authorized Signatory
	
	For any Lender requiring a second signature line:
			
		 	  By:	 	  

		 		 	Name:	 	
		 		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 









							
		 	KKR CLO 12 Ltd, as Lender
			
		 	  By:	 	 /s/ Jeffrey M. Smith

		 		 	Name:	 	Jeffrey M. Smith
		 		 	Title:	 	Authorized Signatory
	
	For any Lender requiring a second signature line:
			
		 	  By:	 	  

		 		 	Name:	 	
		 		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
							
		 	KKR CLO 13 Ltd, as Lender
			
		 	  By:	 	 /s/ Jeffrey M. Smith

		 		 	Name:	 	Jeffrey M. Smith
		 		 	Title:	 	Authorized Signatory
	
	For any Lender requiring a second signature line:
			
		 	  By:	 	  

		 		 	Name:	 	
		 		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 Tactical Value SPN - Global Credit Opportunities L.P. as
Lender                         

							
			
		 	  By:	 	 /s/ Jeffrey M. Smith

		 		 	Name:	 	Jeffrey M. Smith
		 		 	Title:	 	Authorized Signatory
	
	For any Lender requiring a second signature line:
			
		 	  By:	 	  

		 		 	Name:	 	
		 		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 Corporate Capital Trust II, as
Lender                         

							
			
		 	  By:	 	 /s/ Jeffrey M. Smith

		 		 	Name:	 	Jeffrey M. Smith
		 		 	Title:	 	Authorized Signatory
	
	For any Lender requiring a second signature line:
			
		 	  By:	 	  

		 		 	Name:	 	
		 		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 









							
		 	KKR CLO 14 Ltd, as Lender
			
		 	  By:	 	 /s/ Jeffrey M. Smith

		 		 	Name:	 	Jeffrey M. Smith
		 		 	Title:	 	Authorized Signatory
	
	For any Lender requiring a second signature line:
			
		 	  By:	 	  

		 		 	Name:	 	
		 		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
							
		 	KKR CLO 15 Ltd, as Lender
			
		 	  By:	 	 /s/ Jeffrey M. Smith

		 		 	Name:	 	Jeffrey M. Smith
		 		 	Title:	 	Authorized Signatory
	
	For any Lender requiring a second signature line:
			
		 	  By:	 	  

		 		 	Name:	 	
		 		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
							
		 	KKR CLO 16 Ltd, as Lender
			
		 	  By:	 	 /s/ Jeffrey M. Smith

		 		 	Name:	 	Jeffrey M. Smith
		 		 	Title:	 	Authorized Signatory
	
	For any Lender requiring a second signature line:
			
		 	  By:	 	  

		 		 	Name:	 	
		 		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
							
		 	KKR CLO 17 Ltd, as Lender
			
		 	  By:	 	 /s/ Jeffrey M. Smith

		 		 	Name:	 	Jeffrey M. Smith
		 		 	Title:	 	Authorized Signatory
	
	For any Lender requiring a second signature line:
			
		 	  By:	 	  

		 		 	Name:	 	
		 		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 Maryland State Retirement and Pension System, as
Lender                             

 

							
		 	  By:	 	 /s/ Jeffrey M. Smith

		 		 	Name:	 	Jeffrey M. Smith
		 		 	Title:	 	Authorized Signatory
	
	For any Lender requiring a second signature line:
			
		 	  By:	 	  

		 		 	Name:	 	
		 		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
							
		 	HMO Minnesota, as Lender
			
		 	  By:	 	 /s/ Jeffrey M. Smith

		 		 	Name:	 	Jeffrey M. Smith
		 		 	Title:	 	Authorized Signatory
	
	For any Lender requiring a second signature line:
			
		 	  By:	 	  

		 		 	Name:	 	
		 		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
							
		 	    BCBSM, Inc., as Lender
			
		 	  By:	 	 /s/ Jeffrey M. Smith

		 		 	Name:	 	Jeffrey M. Smith
		 		 	Title:	 	Authorized Signatory
	
	For any Lender requiring a second signature line:
			
		 	  By:	 	  

		 		 	Name:	 	
		 		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 









									
	KKR Financial CLO 2013-1, Ltd., as Lender

 
							
			
		 	  By:	 	 /s/ Jeffrey M. Smith

		 		 	Name:	 	Jeffrey M. Smith
		 		 	Title:	 	Authorized Signatory
	
	For any Lender requiring a second signature line:
			
		 	  By:	 	  

		 		 	Name:	 	
		 		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 









									
	KKR Income Opportunities Fund, as Lender

 
							
			
		 	  By:	 	 /s/ Jeffrey M. Smith

		 		 	Name:	 	Jeffrey M. Smith
		 		 	Title:	 	Authorized Signatory
	
	For any Lender requiring a second signature line:
			
		 	  By:	 	  

		 		 	Name:	 	
		 		 	Title:	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
			
	OZLM Funding, Ltd.,
	as a Lender
	
	By: Och-Ziff Loan Management LP, its collateral manager
	By: Och-Ziff Loan Management LLC, its general partner
		
	By:	 	 /s/ Wayne Cohen

	 Name:  Wayne Cohen

	 Title:    Chief Operating Officer and President




  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
			
	OZLM Funding II, Ltd.,
	as a Lender
	
	By: Och-Ziff Loan Management LP, its collateral manager
	By: Och-Ziff Loan Management LLC, its general partner
		
	By:	 	 /s/ Wayne Cohen

	Name:  Wayne Cohen
	Title:    Chief Operating Officer and President



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
			
	OZLM Funding III, Ltd.,
	as a Lender
	
	By: Och-Ziff Loan Management LP, its collateral manager
	By: Och-Ziff Loan Management LLC, its general partner
		
	By:	 	 /s/ Wayne Cohen

	Name:  Wayne Cohen
	Title:    Chief Operating Officer and President



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
			
	OZLM Funding V, Ltd.,
	as a Lender
	
	By: Och-Ziff Loan Management LP, its collateral manager
	By: Och-Ziff Loan Management LLC, its general partner
		
	By:	 	 /s/ Wayne Cohen

	Name:  Wayne Cohen
	Title:    Chief Operating Officer and President



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
			
	OZLM VI, Ltd.,
	as a Lender
	
	By: Och-Ziff Loan Management LP, its collateral manager
	By: Och-Ziff Loan Management LLC, its general partner
		
	By:	 	 /s/ Wayne Cohen

	Name:  Wayne Cohen
	Title:    Chief Operating Officer and President



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
			
	OZLM VII, Ltd.,
	as a Lender
	
	By: Och-Ziff Loan Management LP, its collateral manager
	By: Och-Ziff Loan Management LLC, its general partner
		
	By:	 	 /s/ Wayne Cohen

	Name:  Wayne Cohen
	Title:    Chief Operating Officer and President



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
			
	OZLM VIII, Ltd.,
	as a Lender
	
	By: Och-Ziff Loan Management LP, its collateral manager
	By: Och-Ziff Loan Management LLC, its general partner
		
	By:	 	 /s/ Wayne Cohen

	Name:  Wayne Cohen
	Title:    Chief Operating Officer and President



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
			
	OZLM IX, Ltd.,
	as a Lender
	
	By: Och-Ziff Loan Management LP, its collateral manager
	By: Och-Ziff Loan Management LLC, its general partner
		
	By:	 	 /s/ Wayne Cohen

	Name:  Wayne Cohen
	Title:    Chief Operating Officer and President



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
			
	OZLM XI, Ltd.,
	as a Lender
	
	By: Och-Ziff Loan Management LP, its collateral manager
	By: Och-Ziff Loan Management LLC, its general partner
		
	By:	 	 /s/ Wayne Cohen

	Name:  Wayne Cohen
	Title:    Chief Operating Officer and President



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
			
	OZLM XII, Ltd.,
	as a Lender
	
	By: Och-Ziff Loan Management LP, its collateral manager
	By: Och-Ziff Loan Management LLC, its general partner
		
	By:	 	 /s/ Wayne Cohen

	Name:  Wayne Cohen
	Title:    Chief Operating Officer and President



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
			
	OZLM XIII, Ltd.,
	as a Lender
	
	By: Och-Ziff Loan Management LP, its collateral manager
	By: Och-Ziff Loan Management LLC, its general partner
		
	By:	 	 /s/ Wayne Cohen

	Name:  Wayne Cohen
	Title:    Chief Operating Officer and President



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
			
	OZLM XIV, Ltd.,
	as a Lender
	
	By: Och-Ziff Loan Management LP, its collateral manager
	By: Och-Ziff Loan Management LLC, its general partner
		
	By:	 	 /s/ Wayne Cohen

	Name:  Wayne Cohen
	Title:    Chief Operating Officer and President



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
			
	OZLM XV, Ltd.,
	as a Lender
	
	By: Och-Ziff Loan Management LP, its collateral manager
	By: Och-Ziff Loan Management LLC, its general partner


 
			
		
	By:	 	 /s/ Wayne Cohen



 
			
	Name:  Wayne Cohen
	Title:    Chief Operating Officer and President



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
			
	 OZ Institutional Income Master Fund, Ltd.,

as a Lender

	
	By: Och-Ziff Loan Management LP, its investment manager
	By: Och-Ziff Loan Management LLC, its general partner


 
			
		
	By:	 	 /s/ Wayne Cohen



 
			
	Name:  Wayne Cohen
	Title:    Chief Operating Officer and President



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	AGF Floating Rate Income Fund, as Lender
	By:	 	Eaton Vance Management
	as Investment Advisor
		
	By:	 	 /s/ Michael B. Botthof

		 	Name:	 	Michael B. Botthof
		 	Title:	 	Vice President
	
	[If a second signature is necessary:
		
	By:	 	  

		 	Name:	 	
		 	Title:]	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Eaton Vance CLO 2013-1 LTD, as Lender
	By:	 	Eaton Vance Management
	as Portfolio Manager
		
	By:	 	 /s/ Michael B. Botthof

		 	Name:	 	Michael B. Botthof
		 	Title:	 	Vice President
	
	[If a second signature is necessary:
		
	By:	 	  

		 	Name:	 	
		 	Title:]	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Eaton Vance CLO 2014-1 Ltd., as Lender
	By:	 	Eaton Vance Management
	Portfolio Manager
		
	By:	 	 /s/ Michael B. Botthof

		 	Name:	 	Michael B. Botthof
		 	Title:	 	Vice President
	
	[If a second signature is necessary:
		
	By:	 	  

		 	Name:	 	
		 	Title:]	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Eaton Vance CLO 2015-1 Ltd., as Lender
	By:	 	Eaton Vance Management
	Portfolio Manager
		
	By:	 	 /s/ Michael B. Botthof

		 	Name:	 	Michael B. Botthof
		 	Title:	 	Vice President
	
	[If a second signature is necessary:
		
	By:	 	  

		 	Name:	 	
		 	Title:]	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	DaVinci Reinsurance Ltd., as Lender
	By:	 	Eaton Vance Management
	as Investment Advisor
		
	By:	 	 /s/ Michael B. Botthof

		 	Name:	 	Michael B. Botthof
		 	Title:	 	Vice President
	
	[If a second signature is necessary:
		
	By:	 	  

		 	Name:	 	
		 	Title:]	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Eaton Vance Floating-Rate Income Plus Fund, as Lender
	By:	 	Eaton Vance Management
	as Investment Advisor
		
	By:	 	 /s/ Michael B. Botthof

		 	Name:	 	Michael B. Botthof
		 	Title:	 	Vice President
	
	[If a second signature is necessary:
		
	By:	 	  

		 	Name:	 	
		 	Title:]	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Eaton Vance Senior Floating-Rate Trust, as Lender
	By:	 	Eaton Vance Management
	as Investment Advisor
		
	By:	 	 /s/ Michael B. Botthof

		 	Name:	 	Michael B. Botthof
		 	Title:	 	Vice President
	
	[If a second signature is necessary:
		
	By:	 	  

		 	Name:	 	
		 	Title:]	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Eaton Vance Floating-Rate Income Trust, as Lender
	By:	 	Eaton Vance Management
	as Investment Advisor
		
	By:	 	 /s/ Michael B. Botthof

		 	Name:	 	Michael B. Botthof
		 	Title:	 	Vice President
	
	[If a second signature is necessary:
		
	By:	 	  

		 	Name:	 	
		 	Title:]	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Eaton Vance International (Cayman Islands) Floating-Rate Income Portfolio, as Lender
	By:	 	Eaton Vance Management
	as Investment Advisor
		
	By:	 	 /s/ Michael B. Botthof

		 	Name:	 	Michael B. Botthof
		 	Title:	 	Vice President
	
	[If a second signature is necessary:
		
	By:	 	  

		 	Name:	 	
		 	Title:]	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Eaton Vance Senior Income Trust, as Lender
	By:	 	Eaton Vance Management
	as Investment Advisor
		
	By:	 	 /s/ Michael B. Botthof

		 	Name:	 	Michael B. Botthof
		 	Title:	 	Vice President
	
	[If a second signature is necessary:
		
	By:	 	  

		 	Name:	 	
		 	Title:]	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Eaton Vance Short Duration Diversified Income Fund, as Lender
	By:	 	Eaton Vance Management
	as Investment Advisor
		
	By:	 	 /s/ Michael B. Botthof

		 	Name:	 	Michael B. Botthof
		 	Title:	 	Vice President
	
	[If a second signature is necessary:
		
	By:	 	  

		 	Name:	 	
		 	Title:]	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Eaton Vance Institutional Senior Loan Fund, as Lender
	By:	 	Eaton Vance Management
	as Investment Advisor
		
	By:	 	 /s/ Michael B. Botthof

		 	Name:	 	Michael B. Botthof
		 	Title:	 	Vice President
	
	[If a second signature is necessary:
		
	By:	 	  

		 	Name:	 	
		 	Title:]	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Eaton Vance Limited Duration Income Fund, as Lender
	By:	 	Eaton Vance Management
	as Investment Advisor
		
	By:	 	 /s/ Michael B. Botthof

		 	Name:	 	Michael B. Botthof
		 	Title:	 	Vice President
	
	[If a second signature is necessary:
		
	By:	 	  

		 	Name:	 	
		 	Title:]	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Eaton Vance Floating Rate Portfolio, as Lender
	By: Boston Management and Research as Investment Advisor
		
	By:	 	 /s/ Michael B. Botthof

		 	Name:	 	Michael B. Botthof
		 	Title:	 	Vice President
	
	[If a second signature is necessary:
		
	By:	 	  

		 	Name:	 	
		 	Title:]	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Eaton Vance US Loan Fund 2016 a Series Trust of Global Cayman Investment Trust, as Lender
	By: Eaton Vance Management as Investment Advisor
		
	By:	 	 /s/ Michael B. Botthof

		 	Name:	 	Michael B. Botthof
		 	Title:	 	Vice President
	
	[If a second signature is necessary:
		
	By:	 	  

		 	Name:	 	
		 	Title:]	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	 MET Investors Series Trust-

Met/Eaton Vance Floating Rate Portfolio, as Lender

	 By: Eaton Vance Management
 as
Investment Sub-Advisor

		
	By:	 	 /s/ Michael B. Botthof

		 	Name:	 	Michael B. Botthof
		 	Title:	 	Vice President
	
	[If a second signature is necessary:
		
	By:	 	  

		 	Name:	 	
		 	Title:]	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Florida Power & Light Company, as Lender
	 By: Eaton Vance Management
 as
Investment Advisor

		
	By:	 	 /s/ Michael B. Botthof

		 	Name:	 	Michael B. Botthof
		 	Title:	 	Vice President
	
	[If a second signature is necessary:
		
	By:	 	  

		 	Name:	 	
		 	Title:]	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	 Pacific Select Fund-
 Floating Rate
Loan Portfolio, as Lender

	 By: Eaton Vance Management
 as
Investment Sub-Advisor

		
	By:	 	 /s/ Michael B. Botthof

		 	Name:	 	Michael B. Botthof
		 	Title:	 	Vice President
	
	[If a second signature is necessary:
		
	By:	 	  

		 	Name:	 	
		 	Title:]	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	 Columbia Funds Variable Series Trust II-

Variable Portfolio-Eaton Vance
 Floating Rate Income Fund, as
Lender

	 By: Eaton Vance Management
 as
Investment Sub-Advisor

		
	By:	 	 /s/ Michael Botthof

		 	Name:	 	Michael Botthof
		 	Title:	 	Vice President
	
	[If a second signature is necessary:
		
	By:	 	  

		 	Name:	 	
		 	Title:]	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	 Eaton Vance Bank Loan Fund Series II

A Series Trust of Multi Manager Global Investment Trust, as Lender

	By: Eaton Vance Management as Investment Advisor
	
		
	By:	 	 /s/ Michael Botthof

		 	Name:	 	Michael Botthof
		 	Title:	 	Vice President
	
	[If a second signature is necessary:
		
	By:	 	  

		 	Name:	 	
		 	Title:]	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	 Eaton Vance Loan Fund Series III
 A
Series Trust of Multi Manager
 Global Investment Trust, as Lender

	 By: Eaton Vance Management
 as
Investment Advisor

		
	By:	 	 /s/ Michael Botthof

		 	Name:	 	Michael Botthof
		 	Title:	 	Vice President
	
	[If a second signature is necessary:
		
	By:	 	  

		 	Name:	 	
		 	Title:]	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Renaissance Investment Holdings Ltd, as Lender
	 By: Eaton Vance Management
 as
Investment Advisor

		
	By:	 	 /s/ Michael Botthof

		 	Name:	 	Michael Botthof
		 	Title:	 	Vice President
	
	[If a second signature is necessary:
		
	By:	 	  

		 	Name:	 	
		 	Title:]	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Senior Debt Portfolio, as Lender
	 By: Boston Management and Research

as Investment Advisor

		
	By:	 	 /s/ Michael Botthof

		 	Name:	 	Michael Botthof
		 	Title:	 	Vice President
	
	[If a second signature is necessary:
		
	By:	 	  

		 	Name:	 	
		 	Title:]	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Eaton Vance VT Floating-Rate Income Fund, as Lender
	 By: Eaton Vance Management
 as
Investment Advisor

		
	By:	 	 /s/ Michael Botthof

		 	Name:	 	Michael Botthof
		 	Title:	 	Vice President
	
	[If a second signature is necessary:
		
	By:	 	  

		 	Name:	 	
		 	Title:]	 	



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	FRANKLIN CUSTODIAN FUNDS—FRANKLIN INCOME FUND, as Lender
		
	By:	 	 /s/ Richard Hsu

		 	Name:	 	Richard Hsu
		 	Title:	 	Vice President



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	UBS AG, STAMFORD BRANCH, as Lender
		
	By:	 	 /s/ Darlene Arias

		 	Name:	 	Darlene Arias
		 	Title:	 	Director
		
	By:	 	 /s/ Craig Pearson

		 	Name:	 	Craig Pearson
		 	Title:	 	Associate Director



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 
					
	Ocean Trails CLO VI, as Lender
	By:	 	Five Arrows Managers North America LLC as Asset Manager
		
		 	 /s/ Ryan White

		 	Name:	 	Ryan White
		 	Title:	 	Vice President
	  
 Ocean Trails CLO V, as Lender

	By:	 	Five Arrows Managers North America LLC as Asset Manager
		
		 	 /s/ Ryan White

		 	Name:	 	Ryan White
		 	Title:	 	Vice President


 
					
	
	Ocean Trails CLO IV, as Lender
	By: Five Arrows Managers North America LLC as Asset Manager
	
	 /s/ Ryan White

	Name:	 	Ryan White
	Title:	 	Vice President



  
 [Signature Page to First
Amendment and Limited Waiver to GEE Credit Agreement] 








 ANNEX A 

Schedule 1.01(A) 

Existing Letters of Credit 
  

									
	
L/C Reference

Number
	  	Company	  	Issuing Bank      	  	Amount
Available	  	Expiration
Date
	
69602092
	  	Global Eagle Entertainment Inc.	  	Citibank, N.A.	  	$250,000.00	  	2/28/2017
	
69603558
	  	Global Eagle Entertainment Inc.	  	Citibank, N.A.	  	$34,178.40	  	7/30/2017
	
69604630
	  	Global Eagle Entertainment Inc.	  	Citibank, N.A.	  	$105,000.00	  	8/14/2017
	
69605736
	  	Global Eagle Entertainment Inc.	  	Citibank, N.A.	  	$680,935.16	  	1/6/2017
	
69605786
	  	Global Eagle Entertainment Inc.	  	Citibank, N.A.	  	$89,794.95	  	4/7/2017
	
69606209
	  	Global Eagle Entertainment Inc.	  	Citibank, N.A.	  	$1,652.40	  	5/17/2017
	
69606254
	  	Global Eagle Entertainment Inc.	  	Citibank, N.A.	  	$21,195.36	  	1/7/2018
	
69606423
	  	Global Eagle Entertainment Inc.	  	Citibank, N.A.	  	$200,000.00	  	7/31/2017
	
69606629
	  	Global Eagle Entertainment Inc.	  	Citibank, N.A.	  	$200,000.00	  	12/27/2017
	
69607324
	  	Global Eagle Entertainment Inc.	  	Citibank, N.A.	  	$32,728.08	  	9/15/2018
	
69608915
	  	Global Eagle Entertainment Inc.	  	Citibank, N.A.	  	$1,739,876.00	  	9/4/2017