EX-10.6(c)



 Exhibit 10.6(C) 

Execution Version 
 CONSENT
AND SECOND AMENDMENT TO CREDIT AGREEMENT 
 THIS CONSENT AND SECOND AMENDMENT TO CREDIT AGREEMENT (this
“Amendment”) is entered into as of September 19, 2016 (the “Second Amendment Effective Date”) by and among e.l.f. Cosmetics, Inc. (formerly known as J.A. Cosmetics US, Inc.), a Delaware corporation (“e.l.f.
Cosmetics”), JA 139 Fulton Street Corp., a New York corporation (“JA 139 Fulton”), JA 741 Retail Corp., a New York corporation (“JA 741 Retail”), JA Cosmetics Retail, Inc., a New York corporation
(“JA Cosmetics Retail”), J.A. RF, LLC, a Delaware limited liability company (“JA RF”), and J.A. Cherry Hill, LLC, a Delaware limited liability company (“JA Cherry Hill”; collectively with e.l.f.
Cosmetics, JA 139 Fulton JA 741 Retail, JA Cosmetics Retail and JA RF, the “Borrowers”), e.l.f. Beauty, Inc. (formerly known as J.A. Cosmetics Holdings, Inc.), a Delaware corporation (“e.l.f. Beauty”), the other
Persons party hereto that are designated as a “Loan Party” on the signature pages hereof, Bank of Montreal, a Canadian chartered bank acting through its Chicago branch (in its individual capacity, “BMO”), as Administrative
Agent, an L/C Issuer and as a Lender, and the other Lenders signatory hereto. 
 W I T N E S S E T H: 

WHEREAS, Borrowers, the other Loan Parties, BMO, as Administrative Agent, an L/C Issuer and as a Lender, and the other Lenders from time to
time party thereto are parties to that certain Credit Agreement dated as of January 31, 2014 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”); and 

WHEREAS, the Loan Parties have requested, among other things, (a) that the Lenders consent to the prepayment in its entirety of the
Subordinated Indebtedness with a portion of the proceeds of a Qualified IPO and (b) that the Lenders amend certain provisions of the Credit Agreement, and, subject to the satisfaction of the conditions set forth herein, the Administrative Agent and
the Lenders signatory hereto are willing to do so, on the terms set forth herein; 
 NOW, THEREFORE, in consideration of the mutual
agreements, provisions and covenants contained herein, the parties 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. Consent. Upon satisfaction of the
conditions set forth in Section 4 hereof, notwithstanding anything to the contrary set forth in the Intercreditor Agreement or the other Loan Documents, Administrative Agent and the Lenders hereby consent to the prepayment of up to the entirety of
the Subordinated Indebtedness under the Subordinated Indebtedness Documents by the Borrower with all or a portion of the proceeds of a Qualified IPO, within ten (10) Business Days of the receipt of such proceeds and pursuant to the terms of a
customary payoff letter in respect thereof (or otherwise reasonably acceptable to Administrative Agent). 
 3. Amendments to Credit
Agreement. Upon satisfaction of the conditions set forth in Section 4 hereof, the Credit Agreement is hereby amended as follows: 

(a) Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by adding the following defined terms and the
definitions therefor in appropriate alphabetical order: 
 “Second Amendment Effective Date” means September 19, 2016. 







 “Second Amendment to Credit Agreement” shall mean that certain Consent and Second
Amendment to Credit Agreement, dated as of the Second Amendment Effective Date, by and among the Borrowers, the Guarantors party thereto, the Administrative Agent and the Lenders party thereto. 

(b) The lead-in to Section 6.01 is hereby amended by inserting the following language immediately following the reference to
“Lender” therein and immediately preceding the reference to “:” therein: 
 “(provided, that, for the avoidance of
doubt and notwithstanding anything herein to the contrary, the Administrative Agent shall have no obligation to, and shall not, distribute the financial projections required to be delivered pursuant to clause (c) below, to any Lender that has
elected to be a public side investor through the Platform. For the avoidance of doubt, any Lender that has elected to be a private side investor through the Platform will continue to receive all financial projections required to be delivered
pursuant to clause (c) below and other private side information to be provided under this Agreement after the Second Amendment Effective Date)” 

(c) Section 6.14 of the Credit Agreement is hereby amended by replacing clause (c) thereof, in its entirety, with
“accounts in which the amounts on deposit do not exceed $1,000,000 in the aggregate at any one time”. 
 (d)
Section 7.12(a) of the Credit Agreement is hereby amended by deleting the table set forth therein in its entirety and substituting the table set forth below therefor: 
  

			
	 Measurement Period Ending
	  	Maximum Consolidated
Total Net Leverage
Ratio
	 June 30, 2016
	  	6.50 to 1.00
	 September 30, 2016
	  	5.50 to 1.00
	 December 31, 2016
	  	5.25 to 1.00
		
	 March 31, 2017
	  	5.25 to 1.00
	 June 30, 2017
	  	5.00 to 1.00
	 September 30, 2017
	  	5.00 to 1.00
	 December 31, 2017
	  	4.75 to 1.00
		
	 March 31, 2018
	  	4.75 to 1.00
	 June 30, 2018
	  	4.50 to 1.00
	 September 30, 2018
	  	4.50 to 1.00
	 December 31, 2018 and each Fiscal Quarter thereafter
	  	4.25 to 1.00


  
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 4. Conditions. The effectiveness of this Amendment is subject to the satisfaction of the
following conditions precedent: 
 a. the execution and delivery of this Amendment by the Administrative Agent, the requisite Lenders, the
Borrowers and each Loan Party; 
 b. the consummation of a Qualified IPO no later than December 31, 2016; 

c. the truth and accuracy, in all material respects (or in all respects for such representations and warranties that are by their terms
already qualified as to materiality), of the representations and warranties contained in Section 5 hereof; 
 g. no Event of Default exists
or shall arise as a direct result of the effectiveness of this Amendment (including after giving effect to the Qualified IPO described in clause b. above); and 

h. all accrued costs, fees and expenses (including all reasonable and documented out-of-pocket fees, charges and disbursements of counsel to
Administrative Agent) due and payable to Administrative Agent and the Arranger pursuant to this Amendment and the Credit Agreement, in each case, on or before the Second Amendment Effective Date shall have been paid, to the extent set forth
hereunder or otherwise invoiced with reasonable detail at least one (1) Business Day prior to the Second Amendment Effective Date. 
 5.
Representations and Warranties. Each Loan Party hereby represents and warrants to Administrative Agent and each Lender as follows: 

a. the representations and warranties made by such Loan Party contained in the Loan Documents are true and correct in all material respects
(or in all respects for such representations and warranties that are by their terms already qualified as to materiality), except to the extent such representation or warranty expressly relates to an earlier date, in which case, such representations
and warranties were true and correct in all material respects (or in all respects for such representations and warranties that are by their terms already qualified as to materiality) as of such earlier date; 

b. such Loan Party is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization; 

c. such Loan Party has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to
execute, deliver and perform its obligations under this Amendment and the Credit Agreement, as amended hereby; 
 d. the execution, delivery
and performance by such Loan Party of this Amendment and the Credit Agreement, as amended hereby, have, in each case, been duly authorized by all necessary organizational action and (A) do not and will not (i) contravene the terms of its


  
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Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.02 of the Credit Agreement) (x) any
Contractual Obligation to which such Person is a party or (y) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, (iii) violate any Law material to any Loan
Party or Subsidiary in any material respect, except with respect to any conflict, breach, or contravention referred to in clause (A)(ii), to the extent that such conflict, breach or contravention would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect or (B) do not or will not require any approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person, except for
(i) filings necessary to perfect Liens on the Collateral granted by the Loan Parties in favor of the Administrative Agent for the benefit of the Lender Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices, and filings
which have been duly obtained, taken, given or made and are in full force and effect or (iii) if the failure to obtain the same, take such action or give such notice could reasonably be expected to result in a Material Adverse Effect; 

e. this Amendment and the Credit Agreement, as amended hereby, constitutes the legal, valid and binding obligation of such Loan Party,
enforceable against such Loan Party in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to or affecting the rights and remedies of
creditors or by general equitable principles; and 
 f. no Default or Event of Default exists or shall arise as a direct result of the
effectiveness of this Amendment. 
 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 or constitute a course of conduct or dealing among the parties. Except as expressly stated herein, the
Administrative Agent and Lenders reserve all rights, privileges and remedies under the 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 and waived hereby. 

7. Counterparts. This Amendment may be executed in any number of counterparts and by different parties in separate counterparts,
each of which when so executed shall be deemed to be an original and all of which 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 of this Amendment by telecopy or other electronic means (including .pdf or .tiff files) shall be effective as delivery of a manually executed counterpart of this Amendment.

 8. Successors and Assigns. The provisions of this Amendment shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns; provided that none of the Loan Parties may assign or transfer any of its rights or obligations under this Amendment except as permitted by the Credit Agreement. 

  
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 9. Governing Law and Jurisdiction.

(a) Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 

(b) SUBMISSION TO JURISDICTION. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS AMENDMENT, THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION
OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AMENDMENT, THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ADMINISTRATIVE AGENT,
ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AMENDMENT, THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST BORROWERS OR THEIR PROPERTIES IN THE COURTS OF ANY JURISDICTION. 

(c) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN
SECTION 10.02 OF THE CREDIT AGREEMENT. NOTHING IN THIS AMENDMENT, THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE
LAW. 
 (d) WAIVER OF VENUE. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT, THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH
(B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. 

  
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 10. Severability. The illegality or unenforceability of any provision of this
Amendment or any instrument or agreement required hereunder shall not in any way affect or impair the legality or enforceability of the remaining provisions of this Amendment or any instrument or agreement required hereunder. The invalidity of
a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
 11.
Reaffirmation. Each of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property or otherwise acts as
accommodation party or guarantor, as the case may be, hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto) and
(ii) to the extent such Loan Party granted liens on or security interests in any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrower’s Obligations under or with respect to the Loan Documents,
ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations as amended hereby. Each of the Loan Parties hereby consents
to this Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. The execution of this Amendment shall not operate as a waiver of any right, power or remedy of the
Administrative Agent or Lenders, constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation of the Obligations. 

12. Release. In consideration of the Lenders’ and the Administrative Agent’s agreements contained in this Amendment,
each Loan Party hereby irrevocably releases and forever discharge the Lenders and the Administrative Agent and their affiliates, subsidiaries, successors, assigns, directors, officers, employees, agents, consultants and attorneys (each, a
“Released Person”) of and from any and all claims, suits, actions, investigations, proceedings or demands, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law of
any kind or character, known or unknown, which such Loan Party ever had or now has against Administrative Agent, any Lender or any other Released Person which relates, directly or indirectly, to any acts or omissions of Administrative Agent, any
Lender or any other Released Person relating to the Credit Agreement or any other Loan Document on or prior to the date hereof. 
 [Remainder
of Page Intentionally Left Blank; 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. 
  

			
	LOAN PARTIES:
	
	e.l.f. Cosmetics, Inc. (formerly known as J.A. Cosmetics US, Inc.)
		
	By:	 	 /s/ John Bailey

	Name:	 	 John Bailey

	Title:	 	 President and Chief Financial Officer

	
	JA 139 Fulton Street Corp.
		
	By:	 	 /s/ John Bailey

	Name:	 	 John Bailey

	Title:	 	 President and Chief Financial Officer

	
	JA 741 Retail Corp.
		
	By:	 	 /s/ John Bailey

	Name:	 	 John Bailey

	Title:	 	 President and Chief Financial Officer

	
	JA Cosmetics Retail, Inc.
		
	By:	 	 /s/ John Bailey

	Name:	 	 John Bailey

	Title:	 	 President and Chief Financial Officer

	
	JA RF, LLC
		
	By:	 	 /s/ John Bailey

	Name:	 	 John Bailey

	Title:	 	 President and Chief Financial Officer




  
 Consent and Second Amendment to Credit
Agreement 








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

			
	JA Cherry Hill, LLC
		
	By:	 	 /s/ John Bailey

	Name:	 	 John Bailey

	Title:	 	 President and Chief Financial Officer

	
	e.l.f. Beauty, Inc. (formerly known as J.A. Cosmetics Holdings, Inc.)
		
	By:	 	 /s/ John Bailey

	Name:	 	 John Bailey

	Title:	 	 President and Chief Financial Officer




  
 Consent and Second Amendment to Credit
Agreement 








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

			
	ADMINISTRATIVE AGENT AND LENDERS:
	
	BANK OF MONTREAL, as Administrative Agent and as a Lender
		
	By:	 	 /s/ Tara Cuprisin

	Name:	 	 Tara Cuprisin

	Title:	 	 Director




  
 Consent and Second Amendment to Credit
Agreement 








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

			
	AIB DEBT MANAGEMENT LIMITED, as a Lender
		
	By:	 	 /s/ Kate Zhuk

	Name:	 	Kate Zhuk
	Title:	 	 Assistant Vice President
 Investment Advisor to
AIB Debt
 Management, Limited

		
	By:	 	 /s/ Donna Cleary

	Name:	 	Donna Cleary
	Title:	 	 Vice President
 Investment Advisor to AIB
Debt
 Management, Limited




  
 Consent and Second Amendment to Credit
Agreement 








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

			
	 BANCALLIANCE INC, as a Lender
 By:
AP Commercial LLC, its attorney-in-fact

		
	By:	 	 /s/ John Gray

	Name:	 	John Gray
	Title:	 	Executive Vice President
	
	AP MA Funding LLC., as a Lender
		
	By:	 	 /s/ John Gray

	Name:	 	John Gray
	Title:	 	Executive Vice President



  
 Consent and Second Amendment to Credit
Agreement 








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

			
	Great Lakes CLO 2012-1, LTD, as a Lender
	    By:	 	 BMO Asset Management Corp.,
 As Asset
Manager



 
			
		
	By:	 	 /s/ Michael P. King

	Name:	 	Michael P. King
	Title:	 	 Director, Sr. Portfolio Manager
 BMO Asset
Management Corp.



  

			
	Great Lakes CLO 2014-1, LTD, as a Lender
	    By:	 	 BMO Asset Management Corp.,
 As Asset
Manager



 
			
		
	By:	 	 /s/ Michael P. King

	Name:	 	Michael P. King
	Title:	 	 Director, Sr. Portfolio Manager
 BMO Asset
Management Corp.



  

			
	Great Lakes CLO 2015-1, LTD, as a Lender
	    By:	 	 BMO Asset Management Corp.,
 As Asset
Manager



 
			
		
	By:	 	 /s/ Michael P. King

	Name:	 	Michael P. King
	Title:	 	 Director, Sr. Portfolio Manager
 BMO Asset
Management Corp.




  
 Consent and Second Amendment to Credit
Agreement 








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

			
	JFIN FUND III LLC
	
	By: Jefferies Finance LLC, as Collateral Manager
		
	By:	 	 /s/ J. Paul McDonnell

	Name:	 	J. Paul McDonnell
	Title:	 	Managing Director
	
	JFIN MM CLO 2014 LTD.
	
	By: Apex Credit Partners LLC, as Portfolio Manager
		
	By:	 	 /s/ Stephen Goetschius

	Name:	 	Stephen Goetschius
	Title:	 	Managing Director
	
	Massachusetts Mutual Life Insurance Company
	
	By: JFIN Asset Management LLC, as its Investment Adviser
		
	By:	 	 /s/ John Liguori

	Name:	 	John Liguori
	Title:	 	Managing Director



  
 Consent and Second Amendment to Credit
Agreement 








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

			
	 DC Funding Partners LLC, collateral manager for

DENALI CAPITAL CLO VII, LTD., as a Lender

		
	By:	 	 /s/ John P. Thacker

	Name:	 	John P. Thacker
	Title:	 	Chief Credit Officer
	
	 DC Funding Partners LLC, collateral manager for

DENALI CAPITAL CLO X, LTD., as a Lender

		
	By:	 	 /s/ John P. Thacker

	Name:	 	John P. Thacker
	Title:	 	Chief Credit Officer



  
 Consent and Second Amendment to Credit
Agreement 








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

			
	U.S. Bank National Association, as a Lender
		
	By:	 	 /s/ Jason Nadler

	Name:	 	Jason Nadler
	Title:	 	Managing Director



  
 Consent and Second Amendment to Credit
Agreement 








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

			
	 IA CLARINGTON FLOATING RATE

INCOME FUND, as a Lender

		
	By:	 	 /s/ Jeffrey Sujitno

	Name:	 	Jeffrey Sujitno
	Title:	 	Portfolio Manager



  
 Consent and Second Amendment to Credit
Agreement 








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

			
	COMPASS BANK, as a Lender
		
	By:	 	 /s/ Kayle Green

	Name:	 	Kayle Green
	Title:	 	Managing Director



  
 Consent and Second Amendment to Credit
Agreement 








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

			
	Crescent (TX) Direct Lending Investment, LLC, as a Lender
	
	By: Crescent (TX) Direct Lending LLC, its General Partner
	
	By: Crescent Capital Group LP, as sole member
		
	By:	 	 /s/ Michael Rogers

	Name:	 	Michael Rogers
	Title:	 	Managing Director
		
	By:	 	 /s/ Gia Heimlich

	Name:	 	Gia Heimlich
	Title:	 	Vice President



  
 Consent and Second Amendment to Credit
Agreement 








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

			
	Crescent Direct Lending Levered Investment, L.P., as a Lender
	
	By: CDL Levered Investment General Partner, Ltd., its General Partner
		
	By:	 	 /s/ Michael Rogers

	Name:	 	Michael Rogers
	Title:	 	Managing Director



  
 Consent and Second Amendment to Credit
Agreement 








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

			
	Crescent/ AEGIS Partnership, LP, as a Lender
	
	By: Crescent/ AEGIS SMA Partners, LLC, as General Partner
		
	By:	 	 /s/ Michael Rogers

	Name:	 	Michael Rogers
	Title:	 	Managing Director
		
	By:	 	 /s/ Gia Heimlich

	Name:	 	Gia Heimlich
	Title:	 	Vice President



  
 Consent and Second Amendment to Credit
Agreement 








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

			
	Crescent Direct Lending Fund, L.P., as a Lender
	
	By: Crescent Direct Lending, LLC, its General Partner
		
	By:	 	 /s/ Michael Rogers

	Name:	 	Michael Rogers
	Title:	 	Managing Director
		
	By:	 	 /s/ Gia Heimlich

	Name:	 	Gia Heimlich
	Title:	 	Vice President



  
 Consent and Second Amendment to Credit
Agreement 








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

			
	Ally Bank, as a Lender
		
	By:	 	 /s/ Thomas Brent

	Name:	 	Thomas Brent
	Title:	 	Authorized Signatory



  
 Consent and Second Amendment to Credit
Agreement 








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

			
	Wells Fargo Bank, N.A., as a Lender
		
	By:	 	 /s/ Maribelle Villasenor

	Name:	 	Maribelle Villasenor
	Title:	 	Vice President



  
 Consent and Second Amendment to Credit
Agreement