EX-10.1C





 Exhibit 10.1(c) 

SECOND AMENDMENT TO CREDIT AGREEMENT 

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of December 20, 2019 by and among
FWR Holding Corporation, a Delaware corporation (the “Borrower”), AI Fresh Parent, Inc., a Delaware corporation (“Holdings”), the other Loan Parties party hereto, the lenders holding the New Delayed Draw
Term Commitments (as defined below) party hereto (the “New Delayed Draw Term Lenders”), the other Lenders party hereto and Golub Capital Markets LLC (“Golub Capital”), in its capacities as administrative agent
and collateral agent for the Secured Parties (in such capacities and together with its successors and assigns, the “Administrative Agent”). 

W I T N E S S E T H: 
 WHEREAS,
the Borrower (successor by merger to AI Fresh Merger Sub, Inc., a Delaware corporation), Holdings, the Administrative Agent and the Lenders from time to time party thereto are parties to that certain Credit Agreement, dated as of August 21,
2017 (as amended by that certain First Amendment to Credit Agreement, dated as of February 28, 2019, by and among the Borrower, Holdings, the lenders party thereto and the Administrative Agent, and as may be further amended, restated, amended
and restated, supplemented and/or otherwise modified from time to time, the “Credit Agreement”); 
 WHEREAS, the
Borrower has requested new delayed draw term loan commitments in an aggregate principal amount of $40,000,000 (the “New Delayed Draw Term Commitments”), which will be made available on the Second Amendment Effective Date (as
defined below), and which New Delayed Draw Term Commitments shall constitute a separate Class of Initial Delayed Draw Term Loan Commitments under the Credit Agreement and the loans thereunder (the “New Delayed Draw Term
Loans”) shall constitute Initial Delayed Draw Term Loans under the Credit Agreement; 
 WHEREAS, the Borrower has requested, and
the Lenders party hereto have agreed, to amend the Credit Agreement in certain respects on the terms and subject to the conditions set forth herein; and 

WHEREAS, each Loan Party party hereto (collectively, the “Reaffirming Parties” and each, a “Reaffirming
Party”) expects to realize substantial direct and indirect benefits as a result of this Amendment becoming effective and the consummation of the transactions contemplated hereby and agrees to reaffirm its obligations pursuant to the Credit
Agreement, the Collateral Documents and the other Loan Documents to which it is a party. 
 NOW, THEREFORE, in consideration of the mutual
agreements, provisions and covenants contained herein, the parties hereto agree as follows: 
 1. Defined Terms. Capitalized terms
used but not defined herein shall have the meanings ascribed to them in the Credit Agreement. 
 2. Amendments to Credit Agreement.
Effective as of the Second Amendment Effective Date: 
 a. Section 1.01 of the Credit Agreement is hereby amended by
inserting in appropriate alphabetical order the following new definitions: 
 “First Amendment Initial Delayed Draw Term Loan
Commitment” means the commitments of the Initial Delayed Draw Term Lenders to make Initial Delayed Draw Term Loans hereunder established pursuant to the First Amendment on the First Amendment Effective Date. 












 “Second Amendment” means that certain Second Amendment to Credit Agreement,
dated as of the Second Amendment Effective Date, among the Borrower, Holdings, the other Loan Parties party thereto, the Administrative Agent and the Lenders party thereto. 

“Second Amendment Initial Delayed Draw Term Loan Commitment” means the commitments of the Initial Delayed Draw Term Lenders to
make Initial Delayed Draw Term Loans hereunder established pursuant to the Second Amendment on the Second Amendment Effective Date. 

“Second Amendment Effective Date” means December 20, 2019. 

b. The definition of “Initial Delayed Draw Term Loan Commitment” contained in Section 1.01 of the Credit
Agreement is hereby amended and restated in its entirety as follows: 
 “Initial Delayed Draw Term Loan Commitment” means,
with respect to each Term Lender, (a) with respect to the First Amendment Initial Delayed Draw Term Loan Commitment, the commitment of such Term Lender to make Initial Delayed Draw Term Loans hereunder in an aggregate amount not to exceed the
amount set forth opposite such Initial Delayed Draw Term Lender’s name on the Commitment Schedule and (b) with respect to the Second Amendment Initial Delayed Draw Term Loan Commitment, the commitment of such Term Lender to make Initial
Delayed Draw Term Loans hereunder in an aggregate amount not to exceed the amount set forth opposite such Initial Delayed Draw Term Lender’s name on the Commitment Schedule, in each case under the preceding clauses (a)
and (b) as the same may be (x) reduced from time to time pursuant to Section 2.09 and (y) reduced or increased from time to time pursuant to assignments by or to such Term Lender pursuant to
Section 9.05. The aggregate amount of the Term Lenders’ Initial Delayed Draw Term Loan Commitments (i) on the Closing Date was $50,000,000, all of which was funded prior to the First Amendment Effective Date,
(ii) on the First Amendment Effective Date was $50,000,000, of which $35,000,000 was funded prior to the Second Amendment Effective Date, and (iii) on the Second Amendment Effective Date: (x) in respect of the First Amendment Initial
Delayed Draw Term Loan Commitment, is $15,000,000, and (y) in respect of the Second Amendment Initial Delayed Draw Term Loan Commitment is $40,000,000. 

c. The definition of “Initial Delayed Draw Term Loan Commitment Termination Date” contained in Section 1.01 of
the Credit Agreement is hereby amended and restated in its entirety as follows: 
 “Initial Delayed Draw Term Loan Commitment
Termination Date” means (a) in the case of the First Amendment Initial Delayed Draw Term Loan Commitment, the earlier of (x) February 28, 2021 and (y) the date such Initial Delayed Draw Term Loan Commitment is wholly
terminated pursuant to Section 2.09(a)(ii)(A) or Section 2.09(b)(ii) and (b) in the case of the Second Amendment Initial Delayed Draw Term Loan Commitment, the earlier of (x) date that is
two years after the Second Amendment Effective Date and (y) the date such Initial Delayed Draw Term Loan Commitment is wholly terminated pursuant to Section 2.09(a)(ii)(A) or
Section 2.09(b)(ii). 

  
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 d. Section 2.01(a)(iii) of the Credit Agreement is hereby amended and
restated in its entirety as follows: 
 (iii) each Initial Delayed Draw Term Lender severally, and not jointly, agrees to make Initial
Delayed Draw Term Loans to the Borrower in Dollars in a principal amount not to exceed its Initial Delayed Draw Term Loan Commitment at any time and from time to time on and after the Closing Date, and until the earlier of (A) the Initial
Delayed Draw Term Loan Commitment Termination Date and (B) the termination of the Initial Delayed Draw Term Loan Commitment of such Initial Delayed Draw Term Lender in accordance with the terms hereof; it being understood and agreed that, on
and after the Second Amendment Effective Date until the Initial Delayed Draw Term Loan Commitment Termination Date with respect to the First Amendment Initial Delayed Draw Term Loan Commitment, Initial Delayed Draw Term Loans shall be deemed to be
made first, in reliance on the unused portion of the First Amendment Initial Delayed Draw Term Loan Commitment until the unused portion of the First Amendment Initial Delayed Draw Term Loan Commitment is $0, and then, in reliance on
the unused portion of the Second Amendment Initial Delayed Draw Term Loan Commitment. The First Amendment Initial Delayed Draw Term Loan Commitment shall constitute a separate Class from the Second Amendment Initial Delayed Draw Term Loan
Commitment for all purposes under this Agreement. The Initial Delayed Draw Term Loans and Initial Term Loans are the same Class of Term Loans for all purposes under this Agreement. On the Initial Delayed Draw Term Loan Commitment Termination
Date, to the extent requested by the Borrower in accordance with Section 2.03, the Initial Delayed Draw Term Loans may be borrowed in an amount not to exceed any unused Initial Delayed Draw Term Loan Commitment as of the
date of such Borrowing. 
 e. Schedule 1.01(a) of the Credit Agreement is hereby replaced with
Schedule 1.01(a) attached hereto. 
 3. New Delayed Draw Term Commitments. 

Each of the Borrower, the Administrative Agent and the Lenders party hereto hereby acknowledge and agree that the aggregate amount of Initial
Delayed Draw Term Loan Commitment immediately prior to the effectiveness of this Amendment is $15,000,000. Each New Delayed Draw Term Lender severally and not jointly agrees to establish on the Second Amendment Effective Date its respective New
Delayed Draw Term Commitments as set forth on Schedule I attached hereto in an aggregate amount equal to $40,000,000, which New Delayed Draw Term Commitments shall constitute Initial Delayed Draw Term Loan Commitments for
all purposes under the Credit Agreement and the other Loan Documents. Each Lender with an Initial Delayed Draw Term Loan Commitment severally and not jointly agrees, on the terms and subject to the conditions set forth in the Credit Agreement, to
lend to the Borrower from time to time on or after the Second Amendment Effective Date, up to the amount set forth opposite such Lender’s name on the Commitment Schedule under the headings “First Amendment Initial Delayed Draw Term Loan
Commitment” and “Second Amendment Initial Delayed Draw Term Loan Commitment”. Each such Loan shall be made in addition to the existing Initial Loans and not in repayment thereof, and the proceeds thereof shall be used in accordance
with Section 5.11 of the Credit Agreement. Without limiting the generality of the foregoing, any Initial Delayed Draw Term Loans made on or after the Second Amendment Effective Date shall (i) constitute Obligations
under the Loan Documents and have all of the benefits thereof, (ii) have all of the rights, remedies, privileges and protections applicable to the Initial Loans under the Credit Agreement and the other Loan Documents and (iii) be secured
on a pari passu basis by the Liens granted to the Administrative Agent under any Collateral Document. For the avoidance of doubt, the New Delayed Draw Term Commitments shall not constitute Incremental Commitments and the establishment thereof
shall not constitute a utilization of the Incremental Cap under the Credit Agreement. 

  
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 4. Conditions Precedent to Second Amendment Effective Date. This Amendment shall be
effective on the date (the “Second Amendment Effective Date”) on which each of the following conditions have been satisfied (or waived) in accordance with the terms herein: 

a. the Administrative Agent shall have received counterparts of this Amendment executed by (i) the Borrower and each other
Loan Party, (ii) the Lenders constituting Required Lenders (each existing Lender party to this Amendment, a “Consenting Lender”) and (iii) the New Delayed Draw Term Lenders; 

b. prior to or substantially concurrently with the Second Amendment Effective Date, the Administrative Agent shall have
received all expenses required to be paid by the Borrower pursuant to Section 9.03(a) of the Credit Agreement in connection with this Amendment for which invoices have been presented at least three Business Days prior to the Second Amendment
Effective Date or such later date to which the Borrower may agree (including the reasonable and documented out-of-pocket fees and expenses of legal counsel required to
be paid pursuant to Section 9.03(a) of the Credit Agreement); 
 c. the Administrative Agent (or its counsel) shall have
received (i) a certificate of each Loan Party, dated as of the Second Amendment Effective Date and executed by a secretary, assistant secretary or other Responsible Officer thereof, which shall (A) certify that (w) attached thereto is
a true and complete copy of the certificate or articles of incorporation, formation or organization of such Loan Party, certified by the relevant authority of its jurisdiction of organization, (x) the certificate or articles of incorporation,
formation or organization of such Loan Party attached thereto has not been amended (except as attached thereto) since the date reflected thereon, (y) attached thereto is a true and correct copy of the
by-laws or operating, management, partnership or similar agreement of such Loan Party, together with all amendments thereto as of the Second Amendment Effective Date and such
by-laws or operating, management, partnership or similar agreement are in full force and effect and (z) attached thereto is a true and complete copy of the resolutions or written consent, as applicable,
of its board of directors, board of managers, sole member or other applicable governing body authorizing the execution and delivery of this Amendment, which resolutions or consent have not been modified, rescinded or amended (other than as attached
thereto) and are in full force and effect, and (B) identify by name and title and bear the signatures of the officers, managers, directors or other authorized signatories of such Loan Party who are authorized to sign this Amendment and
(ii) a good standing (or equivalent) certificate for each Loan Party from the relevant authority of its jurisdiction of organization, dated as of a recent date; 

d. the Administrative Agent (or its counsel) shall have received, on behalf of itself and the New Delayed Draw Term Lenders on
the Second Amendment Effective Date, a customary written opinion of (x) Weil, Gotshal & Manges LLP, as counsel for Holdings, the Borrower and each other Loan Party and (y) local counsel for the Loan Parties organized in Colorado,
in each case, (i) dated the Second Amendment Effective Date and (ii) addressed to the Administrative Agent and the New Delayed Draw Term Lenders; 

e. the Administrative Agent shall have received (i) a certificate in substantially the form of Exhibit O to the
Credit Agreement from the chief financial officer (or other officer with reasonably equivalent responsibilities) of the Borrower dated as of the Second Amendment Effective Date and certifying as to the matters set forth therein, after giving effect
to the transactions contemplated herein and (ii) a certificate from a Responsible Officer of the Borrower certifying as to the matters set forth in Sections 4(f) and (g) below; 

  
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 f. the representations and warranties contained in
Section 5 hereof shall be true and correct to the extent required by the terms hereof; 
 g. at the
time of and immediately after giving effect to this Amendment, no Event of Default shall have occurred and be continuing; and 

h. the Administrative Agent, for the account of each Lender with a New Delayed Draw Term Commitment, shall have received a
closing fee (the “Closing Fee”) in an amount equal to 1.00% of the New Delayed Draw Term Commitments provided by such Lender on the Second Amendment Effective Date. 

5. Representations and Warranties. Each Loan Party hereby represents and warrants to the Administrative Agent and each New Delayed Draw
Term Lender that, as of the Second Amendment Effective Date, the representations and warranties of the Loan Parties set forth in the Credit Agreement (as amended by this Amendment) and the other Loan Documents are true and correct in all material
respects on and as of the Second Amendment Effective Date with the same effect as though such representations and warranties had been made on and as of the Second Amendment Effective Date; provided that to the extent that any representation
and warranty specifically refers to a given date or period, it shall be true and correct (after giving effect to any qualification therein) in all material respects as of such date or for such period; provided, further, that any
representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates
or for such periods. 
 6. No Modification. Except as expressly set forth herein, nothing contained herein shall be deemed to
constitute a waiver of compliance with any term or condition contained in the Credit Agreement or any of the other Loan Documents. Except as amended or consented to hereby, the Credit Agreement and other Loan Documents remain unmodified and in full
force and effect. All references in the Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as amended hereby. For the avoidance of doubt, each Consenting Lender agrees Section 2.12(f) of the Credit
Agreement shall not apply to the amendments contemplated hereby, and no premium, fee or other amount shall be payable under such Section as a result of this Amendment and the transactions contemplated hereby. 

7. Reaffirmation. Each of the Reaffirming Parties, as party to the Credit Agreement and/or certain of the Collateral Documents and the
other Loan Documents, in each case as amended, supplemented or otherwise modified from time to time, hereby (i) consents to the amendment of the Credit Agreement effected hereby, (ii) acknowledges and agrees that all of its obligations
under the Credit Agreement, the Collateral Documents and the other Loan Documents to which it is a party are reaffirmed and remain in full force and effect on a continuous basis and are hereby ratified and confirmed in all respects, in each case as
amended by this Amendment, (iii) reaffirms (A) each Lien granted by it to the Administrative Agent for the benefit of the Secured Parties and (B) any guaranties made by it pursuant to the Loan Guaranty, (iv) acknowledges and
agrees that the grants of security interests by it contained in the Security Agreement and any other Collateral Document shall remain in full force and effect and continue to secure the obligations of the Loan Parties under the Credit Agreement
after giving effect to the Amendment and (v) agrees that the Obligations include, among other things and without limitation, the payment of any principal or interest on the New Delayed Draw Term Loans under the Credit Agreement as amended by
this Amendment. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Loan Documents, which shall remain in full force and effect, except to any
extent modified hereby. 

  
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 8. Counterparts. This Amendment may be executed in counterparts (and by different
parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Signature pages may be detached from multiple separate counterparts and attached to a
single counterpart. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or by email as a “.pdf” or “.tif” attachment shall be effective as delivery of a manually executed counterpart of this
Amendment. 
 9. Successors and Assigns. The provisions of this Amendment shall be binding upon and inure to the benefit of the
parties hereto and their respective permitted successors and assigns in accordance with Section 9.05 of the Credit Agreement. 
 10.
Governing Law; Jurisdiction; Consent to Service of Process; Waiver of Jury Trial. 
 a. THIS AMENDMENT AND ANY CLAIM,
CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AMENDMENT, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

b. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION
OF ANY U.S. FEDERAL OR NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK (OR ANY APPELLATE COURT THEREFROM) OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT AND AGREES THAT ALL CLAIMS
IN RESPECT OF ANY SUCH ACTION OR PROCEEDING SHALL (EXCEPT AS PERMITTED BELOW) BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, FEDERAL COURT. EACH PARTY HERETO AGREES THAT SERVICE OF ANY
PROCESS, SUMMONS, NOTICE OR DOCUMENT BY REGISTERED MAIL ADDRESSED TO SUCH PERSON SHALL BE EFFECTIVE SERVICE OF PROCESS AGAINST SUCH PERSON FOR ANY SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT. EACH PARTY HERETO AGREES THAT A FINAL JUDGMENT
IN ANY SUCH ACTION OR PROCEEDING MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY APPLICABLE REQUIREMENTS OF LAW. EACH PARTY HERETO AGREES THAT THE ADMINISTRATIVE AGENT RETAINS THE RIGHT TO BRING
PROCEEDINGS AGAINST ANY LOAN PARTY IN THE COURTS OF ANY OTHER JURISDICTION SOLELY IN CONNECTION WITH THE EXERCISE OF ITS RIGHTS UNDER ANY COLLATERAL DOCUMENT. 

c. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO,
ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT IN ANY COURT REFERRED TO IN PARAGRAPH (b) OF THIS SECTION. EACH PARTY HERETO HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, ANY CLAIM OR DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION, SUIT OR PROCEEDING IN ANY SUCH COURT. 

  
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 d. TO THE EXTENT PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, EACH PARTY
HERETO HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL) DIRECTED TO IT AT ITS ADDRESS FOR NOTICES AS
PROVIDED FOR IN SECTION 9.01 OF THE CREDIT AGREEMENT. EACH PARTY HERETO HEREBY WAIVES ANY OBJECTION TO SUCH SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING COMMENCED HEREUNDER THAT
SERVICE OF PROCESS WAS INVALID AND INEFFECTIVE. NOTHING IN THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AMENDMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE REQUIREMENTS OF LAW. 

e. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY
HERETO (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 

11. Severability. To the extent permitted by applicable Requirements of Law, any provision of this Amendment held to be invalid,
illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions
thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. 

[Signature Pages Follow] 
  

  
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 IN WITNESS WHEREOF, each of the undersigned has executed this Amendment as of the date set
forth above. 
  

			
	 FWR HOLDING CORPORATION,
 as
the Borrower

		
	By:	 	 /s/ Kenneth L. Pendery, Jr.

		 	Name: Kenneth L. Pendery, Jr
		 	Title: Executive Chairman
	
	 AI FRESH PARENT, INC.,
 as
Holdings

		
	By:	 	 /s/ Christopher Tomasso

		 	Name: Christopher Tomasso
		 	Title: President



  
 Signature Page to Second
Amendment to Credit Agreement 













 
			
	FIRST WATCH RESTAURANTS, INC.
	FIRST WATCH FRANCHISE DEVELOPMENT CO.
	E&I HOLDINGS, INC.
	GOOD EGG RESTAURANTS, LLC
		
	By:	 	 /s/ Kenneth L. Pendery, Jr.

		 	Name: Kenneth L. Pendery, Jr
		 	Title: Executive Chairman
	
	FIRST WATCH E&I RESTAURANT GROUP LLC
		
	By:	 	 FIRST WATCH RESTAURANTS, INC.,
 its
sole member

		
	By:	 	 /s/ Kenneth L. Pendery, Jr.

		 	Name: Kenneth L. Pendery, Jr
		 	Title: Executive Chairman



  
 Signature Page to Second
Amendment to Credit Agreement 













 
			
	As Agent
	
	GOLUB CAPITAL MARKETS LLC
		
	By:	 	 /s/ Marc C. Robinson

		 	Name: Marc C. Robinson
		 	Title: Managing Director
	
	As Lender
	
	GCIC CLO II LLC
	By: GC Advisors LLC, its Manager
		
	By:	 	 /s/ Marc C. Robinson

	Name: Marc C. Robinson
	Title: Managing Director
	
	Golub Capital Partners CLO 16(M)-R, Ltd.
	By: GC Advisors LLC, its agent
		
	By:	 	 /s/ Marc C. Robinson

	Name: Marc C. Robinson
	Title: Managing Director
	
	Golub Capital Partners CLO 17(M)-R, Ltd.
	By: GC Advisors LLC, as agent
		
	By:	 	 /s/ Marc C. Robinson

	Name: Marc C. Robinson
	Title: Managing Director
	
	Golub Capital Partners CLO 18(M)-R, Ltd.
	By: GC Advisors LLC, its agent
		
	By:	 	 /s/ Marc C. Robinson

	Name: Marc C. Robinson
	Title: Managing Director



  
 Signature Page to Second
Amendment to Credit Agreement 













 
			
	Golub Capital Partners CLO 21(M)-R, Ltd.
	By: GC Advisors LLC, its agent
		
	By:	 	 /s/ Marc C. Robinson

	Name: Marc C. Robinson
	Title: Managing Director
	
	Golub Capital Partners CLO 24(M)-R, Ltd.
	By: GC Advisors LLC, its agent
		
	By:	 	 /s/ Marc C. Robinson

	Name: Marc C. Robinson
	Title: Managing Director
	
	Golub Capital Partners CLO 25(M)-R, Ltd.
	By: GC Advisors LLC, its agent
		
	By:	 	 /s/ Marc C. Robinson

	Name: Marc C. Robinson
	Title: Managing Director
	
	Golub Capital Partners CLO 28(M), Ltd.
	By: GC Advisors LLC, its agent
		
	By:	 	 /s/ Marc C. Robinson

	Name: Marc C. Robinson
	Title: Managing Director
	
	Golub Capital Partners CLO 44(M), Ltd.
	By: GC Advisors LLC, its agent
		
	By:	 	 /s/ Marc C. Robinson

	Name: Marc C. Robinson
	Title: Managing Director



  
 Signature Page to Second
Amendment to Credit Agreement 













 
			
	Golub Capital Partners CLO 45(M), Ltd.
	By: GC Advisors LLC, its agent
		
	By:	 	 /s/ Marc C. Robinson

	Name: Marc C. Robinson
	Title: Managing Director
	
	Golub Capital BDC CLO 2014 LLC
	By: GC Advisors LLC, its Collateral Manager
		
	By:	 	 /s/ Marc C. Robinson

	Name: Marc C. Robinson
	Title: Managing Director
	
	Golub Capital PERLS Direct Lending Program, L.P.
	By: GC Advisors LLC, its Manager
		
	By:	 	 /s/ Marc C. Robinson

	Name: Marc C. Robinson
	Title: Managing Director
	
	PEARLS X, L.P.
	By: GC Advisors LLC, its Manager
		
	By:	 	 /s/ Marc C. Robinson

	Name: Marc C. Robinson
	Title: Managing Director
	
	Golub Capital BDC Holdings LLC
	By: GC Advisors LLC, its Manager
		
	By:	 	 /s/ Marc C. Robinson

	Name: Marc C. Robinson
	Title: Managing Director



  
 Signature Page to Second
Amendment to Credit Agreement 













 
			
	GC Finance Operations LLC
	By: GC Advisors LLC, its Manager
		
	By:	 	 /s/ Marc C. Robinson

	Name: Marc C. Robinson
	Title: Managing Director
	
	GCIC Holdings LLC
	By: Golub Capital BDC, Inc., its sole member
	By: GC Advisors LLC, its Manager
		
	By:	 	 /s/ Marc C. Robinson

	Name: Marc C. Robinson
	Title: Managing Director
	
	GCPF Loan Funding D, L.P.
	By: GC Advisors LLC, its agent
		
	By:	 	 /s/ Marc C. Robinson

	Name: Marc C. Robinson
	Title: Managing Director
	
	GCP Finance 5 Ltd.
	By: GC Advisors LLC, as agent
		
	By:	 	 /s/ Marc C. Robinson

	Name: Marc C. Robinson
	Title: Managing Director



  
 Signature Page to Second
Amendment to Credit Agreement 













 
			
	 ARES CENTRE STREET PARTNERSHIP, L.P.,

as a Lender

	
	By: Ares Centre Street GP, Inc., as general partner
		
	By:	 	 /s/ Michael L. Smith

	Name: Michael L. Smith
	Title: Authorized Signatory
	
	 NATIONWIDE LIFE INSURANCE COMPANY,

as a Lender

	
	By: Ares Capital Management LLC, its investment manager
		
	By:	 	 /s/ Michael L. Smith

	Name: Michael L. Smith
	Title: Authorized Signatory
	
	 NATIONWIDE MUTUAL INSURANCE COMPANY,

as a Lender

	
	By: Ares Capital Management LLC, its investment manager
		
	By:	 	 /s/ Michael L. Smith

	Name: Michael L. Smith
	Title: Authorized Signatory
	
	 AO MIDDLE MARKET CREDIT FINANCING L.P.,

as a Lender

		
	By:	 	 /s/ Michael L. Smith

	Name: Michael L. Smith
	Title: Authorized Signatory



  
 Signature Page to Second
Amendment to Credit Agreement 













 
			
	ARES CSIDF HOLDINGS LLC, as a Lender
		
	By:	 	 /s/ Michael L. Smith

	Name: Michael L. Smith
	Title: Authorized Signatory
	
	ARES JASPER FUND HOLDINGS LLC, as a Lender
		
	By:	 	 /s/ Michael L. Smith

	Name: Michael L. Smith
	Title: Authorized Signatory
	
	ARES JASPER FUND L.P., as a Lender
		
	By:	 	 /s/ Michael L. Smith

	Name: Michael L. Smith
	Title: Authorized Signatory
	
	SALI FUND MANAGEMENT, as a Lender
		
	By:	 	 /s/ Michael L. Smith

	Name: Michael L. Smith
	Title: Authorized Signatory
	
	PREMIA LV 1 LTD, as a Lender
		
	By:	 	 /s/ Michael L. Smith

	Name: Michael L. Smith
	Title: Authorized Signatory
	
	CADEX CREDIT FINANCING LLC, as a Lender
		
	By:	 	 /s/ Michael L. Smith

	Name: Michael L. Smith
	Title: Authorized Signatory



  
 Signature Page to Second
Amendment to Credit Agreement 













 
			
	TCG BDC SPV LLC, as a Lender
		
	By:	 	 /s/ Pranai Cheroo

	Name: Pranai Cheroo
	Title: Vice President
	
	CARLYLE DIRECT LENDING CLO 2015-1R LLC, as a Lender
		
	By:	 	 /s/ Pranai Cheroo

	Name: Pranai Cheroo
	Title: Vice President
	
	TCG BDC, INC., as a Lender
		
	By:	 	 /s/ Pranai Cheroo

	Name: Pranai Cheroo
	Title: Vice President
	
	CDL 2018-1, LP, as a Lender
		
	By:	 	 /s/ Pranai Cheroo

	Name: Pranai Cheroo
	Title: Vice President
	
	CPC V, L.P., as a Lender
		
	By:	 	 /s/ Pranai Cheroo

	Name: Pranai Cheroo
	Title: Vice President
	
	CPC V SPV LLC, as a Lender
		
	By:	 	 /s/ Pranai Cheroo

	Name: Pranai Cheroo
	Title: Vice President



  
 Signature Page to Second
Amendment to Credit Agreement 













 
			
	CDL 2018-2, LP, as a Lender
		
	By:	 	 /s/ Pranai Cheroo

	Name: Pranai Cheroo
	Title: Vice President



  
 Signature Page to Second
Amendment to Credit Agreement 













 
			
	MC UNI SUBSIDIARY LLC, as a Lender
		
	By:	 	 /s/ Omar Eraiqat

	Name: Omar Eraiqat
	Title: Authorized Signatory



  
 Signature Page to Second
Amendment to Credit Agreement 













 
			
	GOLDMAN SACHS PRIVATE MIDDLE MARKET CREDIT II LLC, as a Lender
		
	By:	 	 /s/ Brendan McGovern

	Name: Brendan McGovern
	Title: Authorized Signatory
	
	GOLDMAN SACHS PRIVATE MIDDLE MARKET LENDING CORP., as a Lender
		
	By:	 	 /s/ Brendan McGovern

	Name: Brendan McGovern
	Title: Authorized Signatory
	
	GOLDMAN SACHS BDC, INC., as a Lender
		
	By:	 	 /s/ Brendan McGovern

	Name: Brendan McGovern
	Title: Authorized Signatory
	
	GOLDMAN SACHS PRIVATE MIDDLE MARKET CREDIT SPV LLC, as a Lender
		
	By:	 	 /s/ Brendan McGovern

	Name: Brendan McGovern
	Title: Authorized Signatory
	
	SENIOR CREDIT (UWF) LLC, as a Lender
		
	By:	 	 /s/ Brendan McGovern

	Name: Brendan McGovern
	Title: Authorized Signatory
	
	SENIOR CREDIT FUND (UCR) SPV LLC, as a Lender
		
	By:	 	 /s/ Brendan McGovern

	Name: Brendan McGovern
	Title: Authorized Signatory



  
 Signature Page to Second
Amendment to Credit Agreement 













 
			
	 ARES CAPITAL CORPORATION,
 as a
Lender

		
	By:	 	 /s/ Joshua M. Bloomstein

	Name: Joshua M. Bloomstein
	Title: Authorized Signatory
	
	CION ARES DIVERSIFIED CREDIT FUND, as a Lender
		
	By:	 	 /s/ Joshua M. Bloomstein

	Name: Joshua M. Bloomstein
	Title: Authorized Signatory
	
	 ARES CREDIT STRATEGIES INSURANCE DEDICATED FUND SERIES INTERESTS OF SALI MULTI-SERIES FUND, L.P.,

as a Lender

	
	By: Ares Management LLC, its investment subadvisor
	By: Ares Capital Management LLC, as subadvisor
		
	By:	 	 /s/ Joshua M. Bloomstein

	Name: Joshua M. Bloomstein
	Title: Authorized Signatory
	
	ALTERNATIVE BLOCK FOR BROADLY SYNDICATED ASSETS ARES CREDIT STRATEGIES INSURANCE DEDICATED FUND SERIES INTERESTS OF THE SALI MULTI-SERIES FUND, L.P., as a Lender
	
	By: Ares Management LLC, its investment subadvisor
		
	By:	 	 /s/ Joshua M. Bloomstein

	Name: Joshua M. Bloomstein
	Title: Authorized Signatory














 
			
	 AC AMERICAN FIXED INCOME IV, L.P.,

as a Lender

	
	By: Ares Capital Management LLC, its investment manager
		
	By:	 	 /s/ Joshua M. Bloomstein

	Name: Joshua M. Bloomstein
	Title: Authorized Signatory
	
	AO MIDDLE MARKET CREDIT L.P., as a Lender by its general partner, OCM Middle Market Credit G.P. Inc.
		
	By:	 	 /s/ K. Patel

	Name: K. Patel
	Title: Director
		
	By:	 	 /s/ Jeremy Ehrlich

	Name: Jeremy Ehrlich
	Title: Director
	
	FEDERAL INSURANCE COMPANY, as a Lender
	
	By: Ares Capital Management LLC, its investment manager
		
	By:	 	 /s/ Joshua M. Bloomstein

	Name: Joshua M. Bloomstein
	Title: Authorized Signatory
	
	SC ACM PRIVATE DEBT FUND L.P., as a Lender
	
	By: Ares Capital Management LLC, its investment advisor
		
	By:	 	 /s/ Joshua M. Bloomstein

	Name: Joshua M. Bloomstein
	Title: Authorized Signatory














 
			
	GREAT AMERICAN INSURANCE COMPANY, as a Lender
	
	By: Ares Capital Management LLC, its investment manager
		
	By:	 	 /s/ Joshua M. Bloomstein

	Name: Joshua M. Bloomstein
	Title: Authorized Signatory
	
	GREAT AMERICAN LIFE INSURANCE COMPANY, as a Lender
	
	By: Ares Capital Management LLC, its investment manager
		
	By:	 	 /s/ Joshua M. Bloomstein

	Name: Joshua M. Bloomstein
	Title: Authorized Signatory