Exhibit



Exhibit 10.1



AMENDMENT NO. 1 TO CREDIT AGREEMENT
This Amendment No. 1 to Credit Agreement (this “Amendment”) is entered into as of September 28, 2016 by and among Manitowoc Foodservice, Inc., a Delaware corporation (the “Borrower”), the Subsidiary Borrowers (as defined in the Credit Agreement (as defined below)) signatory hereto, JPMorgan Chase Bank, N.A., individually and as administrative agent (the “Administrative Agent”), and the other financial institutions signatory hereto.  
RECITALS
A.    The Borrower, the Subsidiary Borrowers, the Administrative Agent and the Lenders (as defined in the Credit Agreement) are party to that certain Credit Agreement dated as of March 3, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them by the Credit Agreement.
B.    The Borrower, the Subsidiary Borrowers, the Administrative Agent and the Lenders party hereto wish to amend the Credit Agreement on the terms and conditions set forth below.
Now, therefore, in consideration of the mutual execution hereof and other good and valuable consideration, the parties hereto agree as follows:
1.    Amendments to Credit Agreement.  Upon the “Amendment Effective Date” (as defined below), the Credit Agreement is hereby amended as follows:
(a)    Clause (b) of the defined term “Change in Control” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
(b)     occupation of a majority of the seats (other than vacant seats) on the board of directors of the Borrower by Persons who were neither (i) nominated, appointed or approved by the board of directors of the Borrower nor (ii) appointed by directors so nominated, appointed or approved,
(b)    Section 1.01 of the Credit Agreement is amended by adding the following definitions in appropriate alphabetical order:
“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.
“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.
“EEA Financial Institution” means (a) any institution established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent;
“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.









“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.
“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.
(c)    Article III of the Credit Agreement is hereby amended by adding the following new Section 3.22 immediately following Section 3.21:


SECTION 3.22    EEA Financial Institutions.  No Credit Party is an EEA Financial Institution. 


(d)    Article IX of the Credit Agreement is hereby amended by adding the following new Section 9.18 immediately following Section 9.17:


SECTION 9.18     Acknowledgement and Consent to Bail-In of EEA Financial Institutions.  Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Credit Document may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


(a)      the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and


(b)      the effects of any Bail-In Action on any such liability, including, if applicable:


(i)      a reduction in full or in part or cancellation of any such liability;


(ii)      a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Credit Document; or


(iii)      the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.


2.    Representations and Warranties of the Borrower.  The Borrower represents and warrants that as of the date hereof:
 
(a)    The execution, delivery and performance by the Borrower of this Amendment have been duly authorized by all necessary corporate action and, if required, stockholder or similar action and that this Amendment is a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other 


2







laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law;
(b)    Each of the representations and warranties contained in the Credit Agreement (treating this Amendment as a Credit Document for purposes thereof) is true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect shall be true and correct in all respects) on and as of the date hereof (other than representations and warranties that relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that any such representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect shall be true and correct in all respects) on and as of such earlier date); and
(c)    Immediately prior to, and after giving effect to this Amendment, no Default has occurred and is continuing. 
3.    Conditions to Effectiveness.  This Amendment shall become effective on the date and at the time upon which all of the following conditions have been satisfied (the “Amendment Effective Date”):
(a)    the execution and delivery hereof by the Borrower, the Subsidiary Borrowers, the Administrative Agent and the Required Lenders (without respect to whether it has been executed and delivered by all the Lenders);
(b)    the execution and delivery by the Borrower, the Subsidiary Borrowers and the Subsidiary Guarantors of an Affirmation of Guaranty and Security Documents in substantially the form of Exhibit A hereto; and 
(c)    the representations and warranties set forth in Section 2 hereof are true and correct.
4.    Reference to and Effect Upon the Credit Agreement; Other.
(a)    Except as specifically amended above, the Credit Agreement and the other Credit Documents shall remain in full force and effect and are hereby ratified and confirmed.  This Amendment shall constitute a Credit Document.
(b)    The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or any Lender under the Credit Agreement or any Credit Document, nor constitute a waiver of any provision of the Credit Agreement or any Credit Document, except as specifically set forth herein.  Upon the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of similar import shall mean and be a reference to the Credit Agreement as amended hereby.
5.    Costs and Expenses.  The Borrower hereby affirms its obligation under Section 9.03 of the Credit Agreement to reimburse the Administrative Agent for all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Amendment, including but not limited to the reasonable and documented fees, charges and disbursements of attorneys for the Administrative Agent with respect thereto.
6.    Governing Law.  This Amendment shall be construed in accordance with and governed by the law of the State of New York.   
7.    Headings.  Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purposes.


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8.    Counterparts.  This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed an original but all such counterparts shall constitute one and the same instrument.  Delivery of an executed counterpart of a signature page of this Amendment by telecopy, emailed pdf. or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement.  The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any  document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
[signature pages follow]




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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first above written.
MANITOWOC FOODSERVICE, INC.


By: /s/ Maurice D. Jones                                             
Name: Maurice D. Jones  
Title:  Senior Vice President, General Counsel and
           Secretary




ENODIS HOLDINGS LIMITED


By: /s/ Maurice D. Jones                                             
Name:  Maurice D. Jones 
Title:  Director




 


[Signature Page to Amendment No. 1 to Credit Agreement]








JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and a Lender 
By /s/ John A. Horst                                                  
Name:      John A. Horst 
Title:        Executive Director






[Signature Page to Amendment No. 1 to Credit Agreement]








JPMORGAN CHASE BANK, N.A., as a Lender 




By /s/ Michael Willett                                               
Name:      Michael Willet 
Title:        Authorized Signatory
   










GOLDMAN SACHS BANK USA, as a Lender 




By /s/ Mehmet Barlas                                                
Name:      Mehmet Barlas 
Title:        Authorized Signatory
   










HSBC BANK USA, N.A., as a Lender 
By /s/ Joseph A. Philbin                                            
Name:      Joseph A. Philbin 
Title:        Senior Vice President
   










CITIBANK, N.A., as a Lender 
By /s/ Blake Gronich                                                  
Name:      Blake Gronich 
Title:        Vice President
   










COÖPERATIEVE RABOBANK U.A., New York Branch as a Lender 
By /s/ James Purky                                                  
Name:      James Purky 
Title:        Vice President




By /s/ William Binder                                                
Name:      William Binder 
Title:        Executive Director
   










BMO Harris Bank N.A., as a Lender 
By /s/ Ronald J. Carey                                               
Name:      Ronald J. Carey 
Title:        Senior Vice President
   










WATER AND POWER EMPLOYEES’ RETIREMENT, DISABILITY, AND DEATH BENEFIT INSURANCE PLAN (for WATER AND POWER EMPLOYEES’ RETIREMENT PLAN AND RETIREE HEALTH BENEFITS FUND), as a Lender  
By: Pacific Life Fund Advisors LLC (doing business as Pacific Asset Management), 
in its capacity as Investment Advisor
By /s/ Annette Okumu                                               
Name:      Annette Okumu 
Title:        Authorized Signatory






By /s/ Anar Majmudar                                               
Name:      Anar Majmudar 
Title:        Authorized Signatory
   










PACIFIC SELECT FUND-FLOATING RATE INCOME PORTFOLIO, as a Lender  
By: Pacific Life Fund Advisors LLC  
(doing business as Pacific Asset Management), 
in its capacity as Investment Advisor
By /s/ Annette Okumu                                               
Name:      Annette Okumu 
Title:        Authorized Signatory






By /s/ Anar Majmudar                                               
Name:      Anar Majmudar 
Title:        Authorized Signatory
   










PACIFIC FUNDS FLOATING RATE INCOME, as a Lender  
By: Pacific Life Fund Advisors LLC (doing business as Pacific Asset Management), 
in its capacity as Investment Advisor
By /s/ Annette Okumu                                               
Name:      Annette Okumu 
Title:        Authorized Signatory






By /s/ Anar Majmudar                                               
Name:      Anar Majmudar 
Title:        Authorized Signatory
   










Pacific Asset Management Senior Loan Fund, as a Lender  
By: Pacific Life Fund Advisors LLC (doing business as Pacific Asset Management), in its capacity as Investment  
Manager.
By /s/ Annette Okumu                                               
Name:      Annette Okumu 
Title:        Authorized Signatory






By /s/ Anar Majmudar                                               
Name:      Anar Majmudar 
Title:        Authorized Signatory
   










Pacific Asset Management Bank Loan Fund L.P., as a Lender  
By: Pacific Life Fund Advisors LLC (doing business as Pacific Asset Management),  
in its capacity as Investment Advisor
By /s/ Annette Okumu                                               
Name:      Annette Okumu 
Title:        Authorized Signatory






By /s/ Anar Majmudar                                               
Name:      Anar Majmudar 
Title:        Authorized Signatory
   










LOOMIS SAYLES CREDIT OPPORTUNITIES FUND, As Lender  
 
By: Loomis, Sayles & Company, L.P. 
       the Investment Manager of the Fund 
 
By: Loomis, Sayles & Company, Incorporated, 
       the General Partner of  
       Loomis, Sayles & Company, L.P.


, as a Lender
By /s/ Mary McCarthy                                               
Name:      Mary McCarthy 
Title:        Vice President
   










LOOMIS SAYLES LOAN FUND 2016,  
a series Trust of  
Multi Manager Global Investment Fund 
 
By: Loomis, Sayles & Company, L.P. 
       Its Investment Adviser 
 
By: Loomis, Sayles & Company, Incorporated, 
       Its General Partner


, as a Lender
By /s/ Mary McCarthy                                               
Name:      Mary McCarthy 
Title:        Vice President
   










LOOMIS SAYLES SENIOR FLOATING RATE LOAN FUND, as Lender 
 
By: Loomis, Sayles & Company, L.P., 
       Its Investment Manager 
 
By: Loomis, Sayles & Company, Incorporated, 
       Its General Partner


, as a Lender
By /s/ Mary McCarthy                                               
Name:      Mary McCarthy 
Title:        Vice President
   










NATIXIS LOOMIS SAYLES SENIOR LOAN FUND,  
As Lender 
 
By: Loomis, Sayles & Company, L.P., 
       Its Investment Manager 
 
By: Loomis, Sayles & Company, Incorporated, 
       Its General Partner


, as a Lender
By /s/ Mary McCarthy                                               
Name:      Mary McCarthy 
Title:        Vice President
   










NHIT: SENIOR FLOATING RATE AND  
FIXED INCOME TRUST,  
As Lender 
 
By: Loomis Sayles Trust Company, LLC, 
       As Trustee 



, as a Lender
By /s/ Mary McCarthy                                               
 
Name:      Mary McCarthy 
Title:        Vice President
   










THE LOOMIS SAYLES  
SENIOR LOAN FUND, LLC, 
As Lender 
 
By: Loomis, Sayles & Company, L.P., 
       Its Managing Member 
 
By: Loomis, Sayles & Company, Incorporated, 
       Its General Partner


, as a Lender
By /s/ Mary McCarthy                                               
Name:      Mary McCarthy 
Title:        Vice President
   










WM POOL – HIGH YIELD FIXED INTEREST TRUST,  
As Lender 
By: Loomis, Sayles & Company, L.P., 
       Its Investment Manager 
 
By: Loomis, Sayles & Company, Incorporated, 
       Its General Partner


, as a Lender
By /s/ Mary McCarthy                                               
Name:      Mary McCarthy 
Title:        Vice President


   










Baptist Health South Florida, Inc. 
By:  Seix Investment Advisors LLC, as Advisor
City National Rochdale Fixed Income Opportunities Fund 
By:  Seix Investment Advisors LLC, as Subadviser
Mountain View CLO 2014-1 Ltd. 
By:  Seix Investment Advisors LLC, as Collateral Manager
Mountain View CLO IX Ltd. 
By:  Seix Investment Advisors LLC, as Collateral Manager
as Lenders 
By /s/ George Goudelias                                                  
     Name:  George Goudelias 
     Title:  Managing Director














CATHEDRAL LAKE III, LTD., as a Lender 
By /s/ Stanton Ray                                                  
Name:      Stanton Ray 
Title:        Portfolio Manager
   


[Signature Page to Amendment No. 1 to Credit Agreement]








CATHEDRAL LAKE II, LTD., as a Lender 
By /s/ Stanton Ray                                                  
Name:      Stanton Ray 
Title:        Portfolio Manager
   


[Signature Page to Amendment No. 1 to Credit Agreement]








Venture XXIII CLO, Limited, as a Lender  
By: its investment advisor MJX Asset Management LLC
By /s/ Lewis I. Brown                                                
Name:      Lewis I. Brown 
Title:        Managing Director / Head of Trading






By:
Name:  
Title: 
   










Venture XVII CLO Limited, as a Lender  
BY: its investment advisor, MJX Asset Management, LLC
By /s/ Lewis I. Brown                                                
Name:      Lewis I. Brown 
Title:        Managing Director / Head of Trading






By:
Name:  
Title:
   










Venture XXII CLO Limited, as a Lender  
By: its investment advisor, MJX Asset Management LLC
By /s/ Lewis I. Brown                                                
Name:      Lewis I. Brown 
Title:        Managing Director / Head of Trading






By:
Name:  
Title:
   










VENTURE XV CLO, Limited, as a Lender  
By: its investment advisor,  
MJX Asset Management LLC
By /s/ Lewis I. Brown                                                
Name:      Lewis I. Brown 
Title:        Managing Director / Head of Trading






By:
Name:  
Title:
   










VENTURE XVI CLO, Limited, as a Lender  
By: its investment advisor,  
MJX Asset Management LLC
By /s/ Lewis I. Brown                                                
Name:      Lewis I. Brown 
Title:        Managing Director / Head of Trading






By:
Name:  
Title:
   










Venture XVIII CLO, Limited, as a Lender  
By: its investment advisor  
MJX Asset Management LLC
By /s/ Lewis I. Brown                                                
Name:      Lewis I. Brown 
Title:        Managing Director / Head of Trading






By:
Name:  
Title:
   










VENTURE XIX CLO, Limited, as a Lender  
By: its investment advisor  
MJX Asset Management LLC
By /s/ Lewis I. Brown                                                
Name:      Lewis I. Brown 
Title:        Managing Director / Head of Trading






By:
Name:  
Title:
   










VENTURE XX CLO, Limited, as a Lender  
By: its investment advisor  
MJX Asset Management LLC
By /s/ Lewis I. Brown                                                
Name:      Lewis I. Brown 
Title:        Managing Director / Head of Trading






By:
Name:  
Title:
   










Venture XXI CLO, Limited, as a Lender  
By: its investment advisor  
MJX Asset Management LLC
By /s/ Lewis I. Brown                                                
Name:      Lewis I. Brown 
Title:        Managing Director / Head of Trading






By:
Name:  
Title:
   










VENTURE XII CLO, Limited, as a Lender  
BY: its investment advisor  
MJX Asset Management LLC
By /s/ Lewis I. Brown                                                
Name:      Lewis I. Brown 
Title:        Managing Director / Head of Trading






By:
Name:  
Title:
   










VENTURE XIII CLO, Limited, as a Lender  
BY: its Investment Advisor  
MJX Asset Management LLC
By /s/ Lewis I. Brown                                                
Name:      Lewis I. Brown 
Title:        Managing Director / Head of Trading






By:
Name:  
Title:
   










Venture XIV CLO, Limited, as a Lender  
By: its investment advisor  
MJX Asset Management LLC
By /s/ Lewis I. Brown                                                
Name:      Lewis I. Brown 
Title:        Managing Director / Head of Trading






By:
Name:  
Title:
   










Maryland State Retirement and Pension System, as a Lender  
By: MacKay Shields LLC, as Investment Adviser and not individually
By /s/ Dan Roberts                                                  
Name:      Dan Roberts 
Title:        Executive Managing Director










By:
Name:  
Title:
   










New York Life Insurance Company (Guaranteed Products), as a Lender  
By: MacKay Shields LLC, as Investment Adviser and not individually
By /s/ Dan Roberts                                                  
Name:      Dan Roberts 
Title:        Executive Managing Director










By:
Name:  
Title:
   










New York Life Insurance Company, GP - Portable Alpha, as a Lender  
By: MacKay Shields LLC, as Investment Adviser and not individually
By /s/ Dan Roberts                                                  
Name:      Dan Roberts 
Title:        Executive Managing Director










By:
Name:  
Title:
   










Northrop Grumman Pension Master Trust, as a Lender  
By: MacKay Shields LLC, as Investment Adviser and not individually
By /s/ Dan Roberts                                                  
Name:      Dan Roberts 
Title:        Executive Managing Director










By:
Name:  
Title:
   










OHIO POLICE & FIRE PENSION FUND, as a Lender  
By: MacKay Shields LLC, as Investment Adviser and not individually
By /s/ Dan Roberts                                                  
Name:      Dan Roberts 
Title:        Executive Managing Director










By:
Name:  
Title:
   










UPS Group Trust, as a Lender  
By: MacKay Shields LLC, as Investment Adviser and not individually
By /s/ Dan Roberts                                                  
Name:      Dan Roberts 
Title:        Executive Managing Director










By:
Name:  
Title:
   










Halcyon Dynamic Credit Fund II LP, as a Lender  
BY: Halcyon Loan Investment Management LLC, its Investment Manager
By /s/ David Martino                                                 
Name:      David Martino 
Title:        Controller










By:
Name:  
Title:
   










Halcyon Loan Advisors Funding 2013-1 Ltd., as a Lender
By /s/ David Martino                                                 
Name:      David Martino 
Title:        Controller










By:
Name:  
Title:
   










Halcyon Loan Advisors Funding 2013-2 LTD., as a Lender
By /s/ David Martino                                                 
Name:      David Martino 
Title:        Controller










By:
Name:  
Title:
   










Halcyon Loan Advisors Funding 2014-1 Ltd., as a Lender 
By: Halcyon Loan Advisors 2014-1  LLC as 
collateral manager
By /s/ David Martino                                                 
Name:      David Martino 
Title:        Controller










By:
Name:  
Title:
   










Halcyon Loan Advisors Funding 2014-2 Ltd., as a Lender 
By: Halcyon Loan Advisors 2014-2  LLC as 
collateral manager
By /s/ David Martino                                                 
Name:      David Martino 
Title:        Controller










By:
Name:  
Title:
   










Halcyon Loan Advisors Funding 2014-3 Ltd., as a Lender 
BY: Halcyon Loan Advisors 2014-3 LLC as 
Collateral Manager
By /s/ David Martino                                                 
Name:      David Martino 
Title:        Controller










By:
Name:  
Title:
   










Halcyon Loan Advisors Funding 2015-1 Ltd., as a Lender 
By: Halcyon Loan Advisors 2015-1 LLC as 
Collateral Manager
By /s/ David Martino                                                 
Name:      David Martino 
Title:        Controller










By:
Name:  
Title:
   










Halcyon Loan Advisors Funding 2015-2 Ltd., as a Lender 

By /s/ David Martino                                                 
Name:      David Martino 
Title:        Controller










By:
Name:  
Title:
   










Halcyon Loan Advisors Funding 2015-3 Ltd., as a Lender 
By: Halcyon Loan Advisors 2015-3  LLC as 
Collateral Manager
By /s/ David Martino                                                 
Name:      David Martino 
Title:        Controller










By:
Name:  
Title:
   










Halcyon Senior Loan Fund I Master LP, as a Lender 
BY: Halcyon Loan Investment Management LLC as  
Investment  Manager
By /s/ David Martino                                                 
 
Name:      David Martino 
Title:        Controller










By:
Name:  
Title:
   










SC PRO LOAN VII LTD., as a Lender 
By /s/ David Martino                                                 
Name:      David Martino 
Title:        Controller










By:
Name:  
Title:
   










Swiss Capital Pro Loan V, as a Lender 
By /s/ David Martino                                                 
Name:      David Martino 
Title:        Controller










By:
Name:  
Title:
   










Swiss Capital Pro Loan VI PLC, as a Lender 
By /s/ David Martino                                                 
Name:      David Martino 
Title:        Controller










By:
Name:  
Title:
   










Swiss capital Pro Loan VIII PLC, as a Lender 
By /s/ David Martino                                                 
Name:      David Martino 
Title:        Controller










By:
Name:  
Title:
   










Palmer Square CLO 2013-1, Ltd, as a Lender  
By:  Palmer Square Capital Management LLC, as 
Portfolio Manager
By /s/ Neal Braswell                                                 
Name:      Neal Braswell 
Title:        Vice President - Operations










By:
Name:  
Title:
   










Palmer Square CLO 2013-2, Ltd, as a Lender  
By:  Palmer Square Capital Management LLC, as 
Portfolio Manager
By /s/ Neal Braswell                                                 
Name:      Neal Braswell 
Title:        Vice President - Operations










By:
Name:  
Title:
   










Palmer Square CLO 2015-1, Ltd, as a Lender  
BY:  Palmer Square Capital Management LLC, as 
Portfolio Manager
By /s/ Neal Braswell                                                 
 
Name:      Neal Braswell 
Title:        Vice President - Operations










By:
Name:  
Title:
   










Palmer Square CLO 2015-2, Ltd, as a Lender  
BY:  Palmer Square Capital Management LLC, as 
Portfolio Manager
By /s/ Neal Braswell                                                 
Name:      Neal Braswell 
Title:        Vice President - Operations










By:
Name:  
Title:


   










Palmer Square Loan Funding 2016-2, Ltd, as a Lender  
By:  Palmer Square Capital Management LLC, as 
Servicer
By /s/ Neal Braswell                                                 
Name:      Neal Braswell 
Title:        Vice President - Operations










By:
Name:  
Title:


   










Kingsland VI, as a Lender  
By: Kingsland Capital Management, LLC as  
Manager
By /s/ John Fitzgerald                                                
Name:      John Fitzgerald 
Title:        Loan Administrator










By:
Name:  
Title:
   












Kingsland VII, as a Lender  
By: Kingsland Capital Management, LLC as  
Manager
By /s/ John Fitzgerald                                                
Name:      John Fitzgerald 
Title:        Loan Administrator










By:
Name:  
Title:
   










Hildene CLO I Ltd, as a Lender  
By: CF H-BSL MANAGEMENT LLC, its Collateral Manager
By /s/ David Prael                                                
Name:      David Prael 
Title:        Chief Financial Officer










By:
Name:  
Title:
   










Hildene CLO II Ltd, as a Lender  
By: CF H-BSL MANAGEMENT LLC, its Collateral Manager
By /s/ David Prael                                                
Name:      David Prael 
Title:        Chief Financial Officer










By:
Name:  
Title:
   










Hildene CLO III Ltd, as a Lender  
By: CF H-BSL MANAGEMENT LLC, its Collateral Manager
By /s/ David Prael                                                
Name:      David Prael 
Title:        Chief Financial Officer










By:
Name:  
Title:
   










Hildene CLO IV, Ltd, as a Lender  
By: CF H-BSL MANAGEMENT LLC, its Collateral Manager
By /s/ David Prael                                                
Name:      David Prael 
Title:        Chief Financial Officer










By:
Name:  
Title:
   










DEUTSHCE BANK AG NEW YORK BRANCH, as a Lender 
By /s/ Deirdre Cesario                                                
Name:      Deirdre Cesario 
Title:        Vice President






By /s/ Hoi Yeun Chin                                                
Name:      Hoi Yeun Chin 
Title:        Assistant Vice President
   










Pioneer Floating Rate Fund 
Pioneer Floating Rate Trust 
Pioneer Investments Diversified Loans Fund 
PI Solutions – Global Floating Rate Income 
            Each as a Lender  
 
By:  Pioneer Investment Management, Inc. 
            As adviser to each Lender above
By /s/ Margaret C. Begley                                        
Name:      Margaret C. Begley 
Title:        Secretary




Ascension Health Master Pension Trust
Ascension Alpha Fund, LLC


By:  Pioneer Institutional Asset Management, Inc., 
            As adviser to each Lender above
By /s/ Margaret C. Begley                                        
Name:      Margaret C. Begley 
Title:        Secretary
   










ABS Loans 2007 Limited, a subsidiary of Goldman Sachs Institutional Funds II PLC,  
as a Lender 
By /s/ Mehmet Barlas                                                 
Name:      Mehmet Barlas 
Title:        Authorized Signatory
   










Goldman Sachs Lux Investment Funds for the benefit of Goldman Sachs High Yield Floating Rate Portfolio (Lux) 
by Goldman Sachs Asset Management, L.P. solely as its investment advisor and not as principal,  
as a Lender 
By /s/ Mehmet Barlas                                                 
Name:      Mehmet Barlas 
Title:        Authorized Signatory
   










AGF Floating Rate Income Fund, as a Lender  
By: Eaton Vance Management as Portfolio Manager
By /s/ Michael Brotthof                                             
Name:      Michael Brotthof 
Title:        Vice President






By:  
Name:  
Title:


   










Columbia Funds Variable Series Trust II – Variable Portfolio – Eaton Vance Floating-Rate Income Fund, as a Lender  
By: Eaton Vance Management as Investment Sub-Advisor
By /s/ Michael Brotthof                                             
Name:      Michael Brotthof 
Title:        Vice President






By:  
Name:  
Title:
   










DaVinci Reinsurance Ltd., as a Lender  
By: Eaton Vance Management as Investment Advisor
By /s/ Michael Brotthof                                             
Name:      Michael Brotthof 
Title:        Vice President






By:  
Name:  
Title:
   










Eaton Vance CLO 2013-1 LTD., as a Lender 
BY:  Eaton Vance Management 
Portfolio Manager
By: /s/ Michael Brotthof                                            
Name:      Michael Brotthof 
Title:        Vice President






By:  
Name:  
Title:




 










Eaton Vance CLO 2014-1 Ltd., as a Lender 
BY:  Eaton Vance Management 
Portfolio Manager
By: /s/ Michael Brotthof                                            
Name:      Michael Brotthof 
Title:        Vice President






By:  
Name:  
Title:




 










Eaton Vance CLO 2015-1 Ltd., as a Lender 
By:  Eaton Vance Management 
Portfolio Manager
By: /s/ Michael Brotthof                                            
Name:      Michael Brotthof 
Title:        Vice President






By:  
Name:  
Title:




 










Eaton Vance Floating Rate Portfolio, as a Lender 
BY:  Boston Management and Research as Investment Advisor
By: /s/ Michael Brotthof                                            
Name:      Michael Brotthof 
Title:        Vice President






By:  
Name:  
Title:
   










Eaton Vance Floating-Rate Income Plus Fund, as a  
Lender  
BY:  Eaton Vance Management as Investment  
Advisor
By: /s/ Michael Brotthof                                            
Name:      Michael Brotthof 
Title:        Vice President






By:  
Name:  
Title:
   










Eaton Vance Floating-Rate Income Trust, as a Lender  
BY:  Eaton Vance Management as Investment  
Advisor
By: /s/ Michael Brotthof                                            
Name:      Michael Brotthof 
Title:        Vice President






By:  
Name:  
Title:












Eaton Vance Institutional Senior Loan Fund, as a  
Lender  
BY:  Eaton Vance Management as Investment  
Advisor 
By: /s/ Michael Brotthof                                            
Name:      Michael Brotthof 
Title:        Vice President






By:  
Name:  
Title:
   










Eaton Vance International (Cayman Islands) Floating-Rate Income Portfolio, as a Lender  
BY:  Eaton Vance Management Investment  
Advisor 
By: /s/ Michael Brotthof                                            
Name:      Michael Brotthof 
Title:        Vice President






By:  
Name:  
Title:
   










Eaton Vance Limited Duration Income Fund, as a Lender  
BY:  Eaton Vance Management as Investment Advisor
By: /s/ Michael Brotthof                                            
Name:      Michael Brotthof 
Title:        Vice President






By:  
Name:  
Title:
   










Eaton Vance Loan Holding Limited, as a Lender  
BY:  Eaton Vance Management 
as Investment Manager
By: /s/ Michael Brotthof                                            
Name:      Michael Brotthof 
Title:        Vice President






By:  
Name:  
Title:
   










Eaton Vance Senior Floating-Rate Trust, as a Lender  
BY:  Eaton Vance Management as Investment 
Advisor
By: /s/ Michael Brotthof                                            
Name:      Michael Brotthof 
Title:        Vice President






By:  
Name:  
Title:
   










Eaton Vance Senior Income Trust, as a Lender  
BY:  Eaton Vance Management as Investment 
Advisor
By: /s/ Michael Brotthof                                            
Name:      Michael Brotthof 
Title:        Vice President






By:  
Name:  
Title:
   










Eaton Vance Short Duration Diversified Income Fund, as a Lender 
BY:  Eaton Vance Management as Investment Advisor 

By: /s/ Michael Brotthof                                            
Name:      Michael Brotthof 
Title:        Vice President






By:
Name:  
Title:
   










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

By: /s/ Michael Brotthof                                            
Name:      Michael Brotthof 
Title:        Vice President






By:
Name:  
Title:
   










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

By: /s/ Michael Brotthof                                            
Name:      Michael Brotthof 
Title:        Vice President






By:
Name:  
Title:
   










Google Inc., as a Lender 
BY:  Eaton Vance Management as Investment Advisor 

By: /s/ Michael Brotthof                                            
Name:      Michael Brotthof 
Title:        Vice President






By:
Name:  
Title:
   










MET Investors Series Trust –Met/Eaton Vance Floating Rate Portfolio, as a Lender 
BY:  Eaton Vance Management as Investment Sub-Advisor 

By: /s/ Michael Brotthof                                            
Name:      Michael Brotthof 
Title:        Vice President






By:
Name:  
Title:   










Pacific Select Fund Floating Rate Loan Portfolio, as a Lender 
By:  Eaton Vance Management as Investment Sub-Advisor 

By: /s/ Michael Brotthof                                            
Name:      Michael Brotthof 
Title:        Vice President






By:
Name:  
Title:
   










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

By: /s/ Michael Brotthof                                            
Name:      Michael Brotthof 
Title:        Vice President






By:
Name:  
Title:
   










Senior Debt Portfolio, as a Lender 
BY:  Boston Management and Research as Investment Advisor 

By: /s/ Michael Brotthof                                            
Name:      Michael Brotthof 
Title:        Vice President






By:
Name:  
Title:
   










Avery Point II CLO, Limited, as a Lender 
By:  Bain Capital Credit, LP, as Portfolio Manager 

By: /s/ Andrew Viens                                            
Name:      Andrew Viens 
Title:        Executive Vice President






By:
Name:  
Title:
   










Avery Point III CLO, Limited, as a Lender 
By:  Bain Capital Credit, LP, as Portfolio Manager 

By: /s/ Andrew Viens                                            
Name:      Andrew Viens 
Title:        Executive Vice President






By:
Name:  
Title:
   










Avery Point IV CLO, Limited, as a Lender 
By:  Bain Capital Credit, LP, as Portfolio Manager 

By: /s/ Andrew Viens                                            
Name:      Andrew Viens 
Title:        Executive Vice President






By:
Name:  
Title:
   










Avery Point V CLO, Limited, as a Lender 
By:  Bain Capital Credit, LP, as Portfolio Manager 

By: /s/ Andrew Viens                                            
Name:      Andrew Viens 
Title:        Executive Vice President






By:
Name:  
Title:
   










Avery Point VI CLO, Limited, as a Lender 
By:  Bain Capital Credit, LP, as Portfolio Manager 

By: /s/ Andrew Viens                                            
Name:      Andrew Viens 
Title:        Executive Vice President






By:
Name:  
Title:
   










Avery Point VII CLO, Limited, as a Lender 
By:  Bain Capital Credit, LP, as Portfolio Manager 

By: /s/ Andrew Viens                                            
Name:      Andrew Viens 
Title:        Executive Vice President






By:
Name:  
Title:
   










Cavalry CLO II, as a Lender 
By:  Bain Capital Credit, LP, as Collateral Manager 

By: /s/ Andrew Viens                                            
Name:      Andrew Viens 
Title:        Executive Vice President






By:
Name:  
Title:
   










Cavalry CLO III, Ltd., as a Lender 
By:  Bain Capital Credit, LP, as Collateral Manager 

By: /s/ Andrew Viens                                            
Name:      Andrew Viens 
Title:        Executive Vice President






By:
Name:  
Title:
   










Cavalry CLO IV, Ltd., as a Lender 
By:  Bain Capital Credit, LP, as Collateral Manager 

By: /s/ Andrew Viens                                            
Name:      Andrew Viens 
Title:        Executive Vice President






By:
Name:  
Title:
   










Race Point IX CLO, Limited, as a Lender 
By:  Bain Capital Credit, LP, as Portfolio Manager 

By: /s/ Andrew Viens                                            
Name:      Andrew Viens 
Title:        Executive Vice President






By:
Name:  
Title:
   










Race Point VI CLO, Limited, as a Lender 
By:  Bain Capital Credit, LP, as Portfolio Manager 

By: /s/ Andrew Viens                                            
Name:      Andrew Viens 
Title:        Executive Vice President






By:
Name:  
Title:
   










Race Point VII CLO, Limited, as a Lender 
By:  Bain Capital Credit, LP, as Portfolio Manager 

By: /s/ Andrew Viens                                            
Name:      Andrew Viens 
Title:        Executive Vice President






By:
Name:  
Title:
   










Race Point VIII CLO, Limited, as a Lender 
By:  Bain Capital Credit, LP, as Portfolio Manager 

By: /s/ Andrew Viens                                            
Name:      Andrew Viens 
Title:        Executive Vice President






By:
Name:  
Title:
   










Race Point X CLO, Limited, as a Lender 
By:  Bain Capital Credit, LP, as Portfolio Manager 

By: /s/ Andrew Viens                                            
Name:      Andrew Viens 
Title:        Executive Vice President






By:
Name:  
Title:
   










MidOcean Credit CLO IV, as a Lender 
By:  MidOcean Credit Fund Management LP, as Portfolio Manager 
By:  Ultramar Credit Holdings, Ltd., its General Partner
By: /s/ Jim Wiant                                            
Name:      Jim Wiant 
Title:        Managing DIrector






By:
Name:  
Title:
   










MidOcean Credit CLO V, as a Lender 
By:  MidOcean Credit Fund Management LP, as Portfolio Manager 
By:  Ultramar Credit Holdings, Ltd., its General Partner
By: /s/ Jim Wiant                                            
Name:      Jim Wiant 
Title:        Managing Director






By:
Name:  
Title:
   










ACE Bermuda Insurance Ltd, as a Lender 
By /s/ Jeffrey Smith                                                  
Name:      Jeffrey Smith 
Title:        Authorized Signatory






By:
Name:  
Title:
   










ACE Tempest Reinsurance Ltd, as a Lender 
By /s/ Jeffrey Smith                                                  
Name:      Jeffrey Smith 
Title:        Authorized Signatory






By:
Name:  
Title:
   










ACE Tempest Reinsurance Ltd., as a Lender 
By /s/ Jeffrey Smith                                                  
Name:      Jeffrey Smith 
Title:        Authorized Signatory






By:
Name:  
Title:
   










BCBSM, Inc., as a Lender 
BY: KKR Its Collateral Manager
By /s/ Jeffrey Smith                                                  
Name:      Jeffrey Smith 
Title:        Authorized Signatory






By:
Name:  
Title:
   










Federal Insurance Company, as a Lender 
By /s/ Jeffrey Smith                                                  
Name:      Jeffrey Smith 
Title:        Authorized Signatory






By:
Name:  
Title:
   










Geveran Investments Limited, as a Lender


By /s/ Jeffrey Smith                                                  
Name:      Jeffrey Smith 
Title:        Authorized Signatory




By:
Name:
Title:
   










HMO Minnesota, as a Lender 
BY: KKR Its Collateral Manager 


By /s/ Jeffrey Smith                                                  
Name:      Jeffrey Smith 
Title:        Authorized Signatory




By:
Name:
Title
   










HYFI Aquamarine Loan Fund, as a Lender 


By /s/ Jeffrey Smith                                                  
Name:      Jeffrey Smith 
Title:        Authorized Signatory




By:
Name:
Title
   










KKR CLO 10 LTD., as a Lender 


By /s/ Jeffrey Smith                                                  
Name:      Jeffrey Smith 
Title:        Authorized Signatory




By:
Name:
Title
   










KKR CLO 11 LTD., as a Lender 


By /s/ Jeffrey Smith                                                  
Name:      Jeffrey Smith 
Title:        Authorized Signatory




By:
Name:
Title
   










KKR CLO 12 LTD., as a Lender 


By /s/ Jeffrey Smith                                                  
Name:      Jeffrey Smith 
Title:        Authorized Signatory




By:
Name:
Title
   










KKR CLO 13 Ltd., as a Lender 


By /s/ Jeffrey Smith                                                  
Name:      Jeffrey Smith 
Title:        Authorized Signatory




By:
Name:
Title
   










KKR CLO 9 LTD., as a Lender 


By /s/ Jeffrey Smith                                                  
Name:      Jeffrey Smith 
Title:        Authorized Signatory




By:
Name:
Title
   










KKR FINANCIAL CLO 2012-1, LTD., as a Lender 


By /s/ Jeffrey Smith                                                  
Name:      Jeffrey Smith 
Title:        Authorized Signatory




By:
Name:
Title
   










KKR FINANCIAL CLO 2013-1, LTD., as a Lender 


By /s/ Jeffrey Smith                                                  
Name:      Jeffrey Smith 
Title:        Authorized Signatory




By:
Name:
Title
   










KKR FINANCIAL CLO 2013-2, LTD., as a Lender 


By /s/ Jeffrey Smith                                                  
Name:      Jeffrey Smith 
Title:        Authorized Signatory




By:
Name:
Title
   










KKR JP LOAN FUND 2015 A SERIES TRUST OF MULTI MANAGER GLOBAL INVESTMENT TRUST, as a Lender 


By /s/ Jeffrey Smith                                                  
Name:      Jeffrey Smith 
Title:        Authorized Signatory




By:
Name:
Title
   










Maryland State Retirement and Pension System, as a Lender 


By /s/ Jeffrey Smith                                                  
Name:      Jeffrey Smith 
Title:        Authorized Signatory




By:
Name:
Title
   










Oregon Public Employees Retirement Fund, as a Lender 


By /s/ Jeffrey Smith                                                  
Name:      Jeffrey Smith 
Title:        Authorized Signatory




By:
Name:
Title
   










Greywolf CLO II, Ltd, as a Lender  
BY: Greywolf Capital Management LP, as Portfolio Manager


By /s/ William Troy                                                  
Name:      William Troy 
Title:        Authorized Signatory




By:
Name:
Title
   










Greywolf CLO III, Ltd, as a Lender  
BY: Greywolf Capital Management LP, as Portfolio Manager


By /s/ William Troy                                                  
Name:      William Troy 
Title:        Authorized Signatory




By:
Name:
Title
   










Greywolf CLO IV, Ltd., as a Lender  
BY: Greywolf Capital Management LP, as Portfolio Manager


By /s/ William Troy                                                  
Name:      William Troy 
Title:        Authorized Signatory




By:
Name:
Title
   










Greywolf CLO V, Ltd, as a Lender  
By: Greywolf Capital Management LP, as Portfolio Manager


By /s/ William Troy                                                  
Name:      William Troy 
Title:        Authorized Signatory




By:
Name:
Title
   










Regatta II Funding LP, as a Lender  
By: Napier Park Global Capital (US) LP 
Attorney-in-fact


By /s/ Melanie Hanlon                                               
Name:      Melanie Hanlon 
Title:        Managing Director




By:
Name:
Title
   










Regatta III Funding Ltd, as a Lender  
By: Napier Park Global Capital (US) LP 
Attorney-in-fact


By /s/ Melanie Hanlon                                               
Name:      Melanie Hanlon 
Title:        Managing Director




By:
Name:
Title
   










Regatta IV Funding Ltd, as a Lender  
By: Napier Park Global Capital (US) LP 
Attorney-in-fact


By /s/ Melanie Hanlon                                               
Name:      Melanie Hanlon 
Title:        Managing Director




By:
Name:
Title
   










Regatta V Funding Ltd, as a Lender  
By: Napier Park Global Capital (US) LP 
Attorney-in-fact


By /s/ Melanie Hanlon                                               
Name:      Melanie Hanlon 
Title:        Managing Director




By:
Name:
Title
   










Cent CLO 16, L.P., as a Lender  
BY: Columbia Management Investment Advisers, LLC 
As Collateral Manager


By /s/ Steven B. Staver                                              
Name:      Steven B. Staver 
Title:        Assistant Vice President




By:
Name:
Title
   










Cent CLO 17 Limited, as a Lender  
BY: Columbia Management Investment Advisers, LLC 
As Collateral Manager


By /s/ Steven B. Staver                                              
Name:      Steven B. Staver 
Title:        Assistant Vice President




By:
Name:
Title
   










Cent CLO 18 Limited, as a Lender  
BY: Columbia Management Investment Advisers, LLC As Collateral Manager


By /s/ Steven B. Staver                                              
Name:      Steven B. Staver 
Title:        Assistant Vice President




By:
Name:
Title
   










Cent CLO 19 Limited, as a Lender  
BY: Columbia Management Investment Advisers, LLC  
As Collateral Manager


By /s/ Steven B. Staver                                              
Name:      Steven B. Staver 
Title:        Assistant Vice President




By:
Name:
Title
   










Cent CLO 20 Limited, as a Lender  
BY: Columbia Management Investment Advisers, LLC As Collateral Manager


By /s/ Steven B. Staver                                              
Name:      Steven B. Staver 
Title:        Assistant Vice President




By:
Name:
Title
   










Cent CLO 21 Limited, as a Lender  
BY: Columbia Management Investment Advisers, LLC  
As Collateral Manager


By /s/ Steven B. Staver                                              
Name:      Steven B. Staver 
Title:        Assistant Vice President




By:
Name:
Title
   










Cent CLO 22 Limited, as a Lender  
BY: Columbia Management Investment Advisers, LLC  
As Collateral Manager


By /s/ Steven B. Staver                                              
Name:      Steven B. Staver 
Title:        Assistant Vice President




By:
Name:
Title
   










Cent CLO 23 Limited, as a Lender  
BY: Columbia Management Investment Advisers, LLC  
As Collateral Manager


By /s/ Steven B. Staver                                              
Name:      Steven B. Staver 
Title:        Assistant Vice President




By:
Name:
Title
   










Cent CLO 24 Limited, as a Lender  
BY: Columbia Management Investment Advisers, LLC  
As Collateral Manager


By /s/ Steven B. Staver                                              
Name:      Steven B. Staver 
Title:        Assistant Vice President




By:
Name:
Title
   










Columbia Floating Rate Fund, a series of Columbia Funds Series Trust II, as a Lender


By /s/ Steven B. Staver                                              
Name:      Steven B. Staver 
Title:        Assistant Vice President




By:
Name:
Title
   










ICG US CLO 2016-1, Ltd., as a Lender


By /s/ Seth Katzenstein                                              
Name:      Seth Katzenstein 
Title:        Authorized Signatory




By:
Name:
Title
   










G.A.S. (Cayman) Limited, as Trustee on behalf of Octagon Joint Credit Trust Series I (and not in its individual capacity), as a Lender 
BY: Octagon Credit Investors, LLC, as Portfolio Manager


By /s/ Margaret B. Harvey                                        
Name:      Margaret B. Harvey 
Title:        Managing Director of Portfolio 
                 Administration




By:
Name:
Title
   










Canyon Capital CLO 2012-1 Ltd., as a Lender 
BY: Canyon Capital Advisors, its Asset Manager


By /s/ Jonathan M. Kaplan                                         
Name:      Johnathan M. Kaplan 
Title:        Authorized Signatory




By:
Name:
Title
   










Canyon Capital CLO 2014-1, Ltd., as a Lender 
BY: Canyon Capital Advisors LLC, Its Asset Manager


By /s/ Jonathan M. Kaplan                                         
Name:      Johnathan M. Kaplan 
Title:        Authorized Signatory




By:
Name:
Title
   










Canyon Capital CLO 2014-2 Ltd., as a Lender 
BY: Canyon Capital Advisors LLC, its Asset Manager


By /s/ Jonathan M. Kaplan                                         
Name:      Johnathan M. Kaplan 
Title:        Authorized Signatory




By:
Name:
Title
   










Canyon Capital CLO 2015-1, LTD., as a Lender 
By: Canyon Capital Advisors LLC,  
a Delaware limited liability company, 
its Collateral Manager
By /s/ Jonathan M. Kaplan                                         
Name:      Johnathan M. Kaplan 
Title:        Authorized Signatory




By:
Name:
Title
   










Canyon Capital CLO 2016-1, Ltd., as a Lender 
By: Canyon CLO Advisors LLC, its Collateral Manager
By /s/ Jonathan M. Kaplan                                         
Name:      Johnathan M. Kaplan 
Title:        Authorized Signatory




By:
Name:
Title
   










Aston Hill Voya Floating Rate Income Fund, as a Lender  
By: Voya Investment Management Co. LLC, 
as its portfolio advisor
By /s/ Mark Haak                                                   
Name:      Mark Haak 
Title:        Senior Vice President




By:
Name:
Title
   










Axis Specialty Limited, as a Lender  
By: Voya Investment Management Co. LLC, 
as its investment manager
By /s/ Mark Haak                                                   
 
Name:      Mark Haak 
Title:        Senior Vice President




By:
Name:
Title
   










BayernInvest Alternative Loan-Fonds, as a Lender  
BY: Voya Investment Management Co. LLC, as its investment manager
By /s/ Mark Haak                                                   
Name:      Mark Haak 
Title:        Senior Vice President




By:
Name:
Title
   










City of New York Group Trust, as a Lender  
BY: Voya Investment Management Co. LLC, as its investment manager
By /s/ Mark Haak                                                   
Name:      Mark Haak 
Title:        Senior Vice President




By:
Name:
Title
   










ISL Loan Trust, as a Lender  
BY: Voya Investment Management Co. LLC, as its investment advisor
By /s/ Mark Haak                                                   
Name:      Mark Haak 
Title:        Senior Vice President




By:
Name:
Title
   










ISL Loan Trust II, as a Lender  
BY: Voya Investment Management Co. LLC, as its investment advisor
By /s/ Mark Haak                                                   
 
Name:      Mark Haak 
Title:        Senior Vice President




By:
Name:
Title
   










NN (L) Flex - Senior Loans, as a Lender  
BY: Voya Investment Management Co. LLC, as its investment manager
By /s/ Mark Haak                                                   
 
Name:      Mark Haak 
Title:        Senior Vice President




By:
Name:
Title
   










NN (L) Flex – Senior Loans Select, as a Lender  
BY: Voya Investment Management Co. LLC, as its investment manager
By /s/ Mark Haak                                                   
 
Name:      Mark Haak 
Title:        Senior Vice President




By:
Name:
Title
   










Schlumberger Group Trust, as a Lender  
By: Voya Investment Management Co. LLC,  
as its investment manager
By /s/ Mark Haak                                                   
 
Name:      Mark Haak 
Title:        Senior Vice President




By:
Name:
Title
   










Voya CLO 2013-1, Ltd., as a Lender  
BY: Voya Alternative Asset Management LLC, as its investment manager
By /s/ Mark Haak                                                   
Name:      Mark Haak 
Title:        Senior Vice President




By:
Name:
Title
   










Voya CLO 2013-2, Ltd., as a Lender  
BY: Voya Alternative Asset Management LLC, as its investment manager
By /s/ Mark Haak                                                   
Name:      Mark Haak 
Title:        Senior Vice President




By:
Name:
Title
   










Voya CLO 2013-3, Ltd., as a Lender  
BY: Voya Alternative Asset Management LLC, as its investment manager
By /s/ Mark Haak                                                   
Name:      Mark Haak 
Title:        Senior Vice President




By:
Name:
Title
   










Voya CLO 2014-1, Ltd., as a Lender  
BY: Voya Alternative Asset Management LLC, as its investment manager
By /s/ Mark Haak                                                   
Name:      Mark Haak 
Title:        Senior Vice President




By:
Name:
Title
   










Voya CLO 2014-2, Ltd., as a Lender  
BY: Voya Alternative Asset Management LLC, as its investment manager
By /s/ Mark Haak                                                   
Name:      Mark Haak 
Title:        Senior Vice President




By:
Name:
Title
   










Voya CLO 2014-3, Ltd., as a Lender  
BY: Voya Alternative Asset Management LLC, as its investment manager
By /s/ Mark Haak                                                   
Name:      Mark Haak 
Title:        Senior Vice President




By:
Name:
Title
   










Voya CLO 2014-4, Ltd., as a Lender  
BY: Voya Alternative Asset Management LLC, as its investment manager
By /s/ Mark Haak                                                   
Name:      Mark Haak 
Title:        Senior Vice President




By:
Name:
Title
   










Voya CLO 2015-1, Ltd., as a Lender
By: Voya Alternative Asset Management LLC, as its investment manager




By: /s/ Mark Haak                                                   
Name:      Mark Haak 
Title:        Senior Vice President




By:
Name:
Title:











Voya CLO 2015-2, Ltd., as a Lender
By: Voya Alternative Asset Management LLC,
as its investment manager




By: /s/ Mark Haak                                                   
Name:      Mark Haak 
Title:        Senior Vice President




By: 
Name:
Title:











Voya CLO 2015-3, Ltd., as a Lender
By: Voya Alternative Asset Management LLC,
as its investment manager




By: /s/ Mark Haak                                                   
Name:      Mark Haak 
Title:        Senior Vice President




By: 
Name:
Title:











Voya CLO 2016-1, Ltd., as a Lender
By: Voya Alternative Asset Management LLC,
as its investment manager




By: /s/ Mark Haak                                                   
Name:      Mark Haak 
Title:        Senior Vice President




By: 
Name:
Title:











Voya CLO 2016-2, Ltd., as a Lender
By: Voya Alternative Asset Management LLC, as its investment manager




By: /s/ Mark Haak                                                   
Name:      Mark Haak 
Title:        Senior Vice President




By: 
Name:
Title:











Voya Credit Opportunities Master Fund, as a Lender
By: Voya Alternative Asset Management LLC,
as its investment manager




By: /s/ Mark Haak                                                   
Name:      Mark Haak 
Title:        Senior Vice President




By: 
Name:
Title:











Voya Floating Rate Fund, as a Lender
BY: Voya Investment Management Co. LLC, as its investment manager




By: /s/ Mark Haak                                                   
Name:      Mark Haak 
Title:        Senior Vice President




By: 
Name:
Title:











Voya Investment Trust Co. Plan for Common Trust Funds - Voya Senior Loan Common Trust Fund, as a Lender
BY: Voya Investment Trust Co. as its trustee




By: /s/ Mark Haak                                                   
Name:      Mark Haak 
Title:        Senior Vice President




By:
Name:
Title:











Voya Investment Trust Co. Plan for Employee Benefit Investment Funds - Voya Senior Loan Trust Fund, as a Lender
BY: Voya Investment Trust Co. as its trustee




By: /s/ Mark Haak                                                   
Name:      Mark Haak 
Title:        Senior Vice President




By: 
Name:
Title:











Voya Prime Rate Trust, as a Lender
BY: Voya Investment Management Co. LLC, as its investment manager




By: /s/ Mark Haak                                                   
Name:      Mark Haak 
Title:        Senior Vice President




By: 
Name:
Title:











Voya Senior Income Fund, as a Lender
BY: Voya Investment Management Co. LLC, as its investment manager




By: /s/ Mark Haak                                                   
Name:      Mark Haak 
Title:        Senior Vice President




By: 
Name:
Title:











Voya Strategic Income Opportunities Fund, as a Lender
BY: Voya Investment Management Co. LLC,
as its investment manager




By: /s/ Mark Haak                                                   
Name:      Mark Haak 
Title:        Senior Vice President




By: 
Name:
Title:











Federated Bank Loan Core Fund, as a Lender




By: /s/ Steven Wagner                
Name: Steven Wagner
Title: VP-Sr Analyst/Portfolio Manager




By: 
Name:
Title:











Wellfleet CLO 2015-1, Ltd., as a Lender




By: /s/ Dennis Talley                
Name: Dennis Talley
Title: Portfolio Manager




By: 
Name:
Title:











Wellfleet CLO 2016-1, Ltd., as a Lender




By: /s/ Dennis Talley                
Name: Dennis Talley
Title: Portfolio Manager




By: 
Name:
Title:











Sound Point CLO II, Ltd, as a Lender
BY: Sound Point Capital Management, LP as
Collateral Manager




By: /s/ Dwayne Weston                
Name: Dwayne Weston
Title: CLO Operations Manager




By: 
Name:
Title:











Sound Point CLO III, Ltd, as a Lender
BY: Sound Point Capital Management, LP as
Collateral Manager




By: /s/ Dwayne Weston                
Name: Dwayne Weston
Title: CLO Operations Manager




By: 
Name:
Title:











Sound Point CLO IV, Ltd, as a Lender
BY: Sound Point Capital Management, LP as
Collateral Manager




By: /s/ Dwayne Weston                
Name: Dwayne Weston
Title: CLO Operations Manager




By: 
Name:
Title:











Sound Point CLO IX, Ltd., as a Lender




By: /s/ Dwayne Weston                
Name: Dwayne Weston
Title: CLO Operations Manager




By: 
Name:
Title:











Sound Point CLO V, Ltd., as a Lender
BY: Sound Point Capital Management, LP as
Collateral Manager




By: /s/ Dwayne Weston                
Name: Dwayne Weston
Title: CLO Operations Manager




By: 
Name:
Title:











Sound Point CLO VI, Ltd., as a Lender
BY: Sound Point Capital Management, LP as
Collateral Manager




By: /s/ Dwayne Weston                
Name: Dwayne Weston
Title: CLO Operations Manager




By: 
Name:
Title:











Sound Point CLO VII, Ltd., as a Lender
BY: Sound Point Capital Management, LP as
Collateral Manager




By: /s/ Dwayne Weston                
Name: Dwayne Weston
Title: CLO Operations Manager




By: 
Name:
Title:











Sound Point CLO VIII, Ltd., as a Lender
BY: Sound Point Capital Management, LP as
Collateral Manager




By: /s/ Dwayne Weston                
Name: Dwayne Weston
Title: CLO Operations Manager




By: 
Name:
Title:











Sound Point CLO X, Ltd., as a Lender
BY: Sound Point Capital Management, LP as
Collateral Manager




By: /s/ Dwayne Weston                
Name: Dwayne Weston
Title: CLO Operations Manager




By: 
Name:
Title:











Anchorage Capital CLO 2012-1, Ltd., as a Lender
BY: Anchorage Capital Group, L.L.C., its Investment Manager




By: /s/ Melissa Griffiths                
Name: Melissa Griffiths
Title: Authorized Signatory




By: 
Name:
Title:











Anchorage Capital CLO 2013-1, Ltd., as a Lender
BY: Anchorage Capital Group, L.L.C., its Investment Manager




By: /s/ Melissa Griffiths                
Name: Melissa Griffiths
Title: Authorized Signatory




By: 
Name:
Title:











Anchorage Capital CLO 3, Ltd., as a Lender
BY: Anchorage Capital Group, L.L.C., its Investment Manager




By: /s/ Melissa Griffiths                
Name: Melissa Griffiths
Title: Authorized Signatory




By: 
Name:
Title:











Anchorage Capital CLO 4, Ltd., as a Lender
BY: Anchorage Capital Group, L.L.C., its Investment Manager




By: /s/ Melissa Griffiths                
Name: Melissa Griffiths
Title: Authorized Signatory




By: 
Name:
Title:











Anchorage Capital CLO 5, Ltd., as a Lender
BY: Anchorage Capital Group, L.L.C., its Investment Manager




By: /s/ Melissa Griffiths                
Name: Melissa Griffiths
Title: Authorized Signatory




By: 
Name:
Title:











Anchorage Capital CLO 6, Ltd., as a Lender
BY: Anchorage Capital Group, L.L.C., its Investment Manager




By: /s/ Melissa Griffiths                
Name: Melissa Griffiths
Title: Authorized Signatory




By: 
Name:
Title:











Anchorage Credit Funding 2, Ltd, as a Lender
By: Anchorage Capital Group, L.L.C., its Collateral Manager




By: /s/ Melissa Griffiths                
Name: Melissa Griffiths
Title: Authorized Signatory




By: 
Name:
Title:











Galaxy XIV CLO, Ltd., as a Lender
BY: PineBridge Investments LLC, as Collateral Manager




By: /s/ Steven Oh                    
Name: Steven Oh
Title: Managing Director




By: 
Name:
Title:











Galaxy XIX CLO, Ltd., as a Lender
BY: PineBridge Investments LLC, as Collateral Manager




By: /s/ Steven Oh                    
Name: Steven Oh
Title: Managing Director




By: 
Name:
Title:











Galaxy XV CLO, Ltd., as a Lender
By: PineBridge Investments LLC
As Collateral Manager




By: /s/ Steven Oh                    
Name: Steven Oh
Title: Managing Director




By: 
Name:
Title:











Galaxy XVI CLO, Ltd., as a Lender
By: Pinebridge Investments LLC
As Collateral Manager




By: /s/ Steven Oh                    
Name: Steven Oh
Title: Managing Director




By: 
Name:
Title:











Galaxy XVII CLO, Ltd., as a Lender
BY: PineBridge Investments LLC, as Collateral Manager




By: /s/ Steven Oh                    
Name: Steven Oh
Title: Managing Director




By: 
Name:
Title:











Galaxy XVIII CLO, Ltd., as a Lender
BY: PineBridge Investments LLC, as Collateral Manager




By: /s/ Steven Oh                    
Name: Steven Oh
Title: Managing Director




By: 
Name:
Title:











Galaxy XX CLO, Ltd., as a Lender
BY: PineBridge Investments LLC, as Collateral Manager




By: /s/ Steven Oh                    
Name: Steven Oh
Title: Managing Director




By: 
Name:
Title:











Galaxy XXI CLO, Ltd., as a Lender
By: PineBridge Investment LLC
Its Collateral Manager




By: /s/ Steven Oh                    
Name: Steven Oh
Title: Managing Director




By: 
Name:
Title:











Galaxy XXII CLO, Ltd, as a Lender
By: PineBridge Investments LLC
as Collateral Manager




By: /s/ Steven Oh                    
Name: Steven Oh
Title: Managing Director




By: 
Name:
Title:











Octagon Investment Partners 27, Ltd., as a Lender
By: Octagon Credit Investors, LLC as Collateral Manager




By: /s/ Margaret B. Harvey                
Name: Margaret B. Harvey
Title: Managing Director of Portfolio Administration




By: 
Name:
Title:











Octagon Investment Partners 24, Ltd., as a Lender
By: Octagon Credit Investors, LLC
as Collateral Manager




By: /s/ Margaret B. Harvey                
Name: Margaret B. Harvey
Title: Managing Director of Portfolio Administration




By: 
Name:
Title:













Octagon Investment Partners 25, Ltd., as a Lender
By: Octagon Credit Investors, LLC as Collateral Manager




By: /s/ Margaret B. Harvey                
Name: Margaret B. Harvey
Title: Managing Director of Portfolio Administration




By: 
Name:
Title:











Octagon Investment Partners 26, Ltd., as a Lender
By: Octagon Credit Investors, LLC as Portfolio Manager




By: /s/ Margaret B. Harvey                
Name: Margaret B. Harvey
Title: Managing Director of Portfolio Administration




By: 
Name:
Title:













Octagon Investment Partners XIV, Ltd., as a Lender
By: Octagon Credit Investors, LLC
as Collateral Manager




By: /s/ Margaret B. Harvey                
Name: Margaret B. Harvey
Title: Managing Director of Portfolio Administration




By: 
Name:
Title:











Octagon Investment Partners XIX, Ltd., as a Lender
By: Octagon Credit Investors, LLC
as collateral manager




By: /s/ Margaret B. Harvey                
Name: Margaret B. Harvey
Title: Managing Director of Portfolio Administration




By: 
Name:
Title:











Octagon Investment Partners XVI, Ltd., as a Lender
BY: Octagon Credit Investors, LLC
as Collateral Manager




By: /s/ Margaret B. Harvey                
Name: Margaret B. Harvey
Title: Managing Director of Portfolio Administration




By: 
Name:
Title:











Octagon Investment Partners XVII, Ltd., as a Lender
BY: Octagon Credit Investors, LLC
as Collateral Manager




By: /s/ Margaret B. Harvey                
Name: Margaret B. Harvey
Title: Managing Director of Portfolio Administration




By: 
Name:
Title:











Octagon Investment Partners XVIII, Ltd., as a Lender
By: Octagon Credit Investors, LLC
as Collateral Manager




By: /s/ Margaret B. Harvey                
Name: Margaret B. Harvey
Title: Managing Director of Portfolio Administration




By: 
Name:
Title:











Octagon Investment Partners XXI, Ltd., as a Lender
By: Octagon Credit Investors, LLC
as Portfolio Manager




By: /s/ Margaret B. Harvey                
Name: Margaret B. Harvey
Title: Managing Director of Portfolio Administration




By: 
Name:
Title:











Octagon Investment Partners XXII, Ltd, as a Lender
By: Octagon Credit Investors, LLC
as Collateral Manager




By: /s/ Margaret B. Harvey                
Name: Margaret B. Harvey
Title: Managing Director of Portfolio Administration




By: 
Name:
Title:











Octagon Investment Partners XXIII, Ltd., as a Lender
By: Octagon Credit Investors, LLC
as Collateral Manager




By: /s/ Margaret B. Harvey                
Name: Margaret B. Harvey
Title: Managing Director of Portfolio Administration




By: 
Name:
Title:











US Bank N.A., solely as trustee of the DOLL Trust (for Qualified Institutional Investors only), (and not in its individual capacity), as a Lender
BY: Octagon Credit Investors, LLC
as Portfolio Manager




By: /s/ Margaret Harvey                
Name: Margaret Harvey
Title: Managing Director of Portfolio Administration




By: 
Name:
Title:











Octagon Paul Credit Fund Series I, Ltd., as a Lender
BY: Octagon Credit Investors, LLC
as Portfolio Manager




By: /s/ Margaret Harvey                
Name: Margaret Harvey
Title: Managing Director of Portfolio Administration




By: 
Name:
Title:











Octagon Senior Secured Credit Master Fund Ltd., as a Lender
By: Octagon Credit Investors, LLC
as Investment Manager




BY: /s/ Margaret Harvey                
Name: Margaret Harvey
Title: Managing Director of Portfolio Administration




By: 
Name:
Title:




















EXHIBIT A
AFFIRMATION OF GUARANTY AND SECURITY DOCUMENTS
Each of the undersigned (i) acknowledges receipt of a copy of that certain Amendment No. 1 to Credit Agreement dated as of September 28, 2016 (the “Amendment”) amending that certain Credit Agreement dated as of March 3, 2016 (as amended, restated, supplemented or modified from time to time, the “Credit Agreement”) referred to therein, (ii) consents to the Amendment and each of the transactions referenced therein, (iii) hereby reaffirms its obligations under the Parent Guaranty, the Subsidiary Guaranty and each Security Document to which it is a party, as applicable, and (iv) agrees that all references in any such other Credit Document to the “Credit Agreement” shall mean and be a reference to the Credit Agreement as amended by the Amendment.  Capitalized terms used herein, but not otherwise defined herein, shall have the meanings ascribed to such terms in the Credit Agreement, as amended by the Amendment.


[signature pages follow]














MANITOWOC FOODSERVICE, INC.


By: /s/ Maurice D. Jones                                             
       Name: Maurice D. Jones  
       Title:  Senior Vice President, General Counsel
                  and Secretary


APPLIANCE SCIENTIFIC, INC.


By: /s/ Maurice D. Jones            
       Name:  Maurice D. Jones
       Title:  Vice President and Secretary




BERISFORD PROPERTY DEVELOPMENT (USA) LTD.


By: /s/ Maurice D. Jones            
       Name:  Maurice D. Jones
       Title:  Vice President and Secretary




CHARLES NEEDHAM INDUSTRIES INC.


By: /s/ Maurice D. Jones            
       Name:  Maurice D. Jones
       Title:  Vice President and Secretary




CLEVELAND RANGE, LLC


By: /s/ Maurice D. Jones            
       Name:  Maurice D. Jones
       Title:  Vice President and Secretary




THE DELFIELD COMPANY LLC


By: /s/ Maurice D. Jones            
       Name:  Maurice D. Jones
       Title:  Vice President and Secretary












[Signature Page to Affirmation of Guaranty and Security Documents]







ENODIS TECHNOLOGY CENTER, INC.


By: /s/ Maurice D. Jones            
       Name:  Maurice D. Jones
       Title:  Vice President and Secretary




FRYMASTER L.L.C.


By: /s/ Maurice D. Jones            
       Name:  Maurice D. Jones
       Title:  Vice President and Secretary




GARLAND COMMERCIAL INDUSTRIES LLC


By: /s/ Maurice D. Jones            
       Name:  Maurice D. Jones
       Title:  Vice President and Secretary




KYSOR BUSINESS TRUST


By: /s/ Maurice D. Jones            
       Name:  Maurice D. Jones
       Title:  Vice President and Secretary




KYSOR HOLDINGS, INC.


By: /s/ Maurice D. Jones            
       Name:  Maurice D. Jones
       Title:  Vice President and Secretary




KYSOR INDUSTRIAL CORPORATION, 
  a Michigan corporation


By: /s/ Maurice D. Jones            
       Name:  Maurice D. Jones
       Title:  Vice President and Secretary












[Signature Page to Affirmation of Guaranty and Security Documents]







KYSOR INDUSTRIAL CORPORATION


By: /s/ Maurice D. Jones            
       Name:  Maurice D. Jones
       Title:  Vice President and Secretary




KYSOR NEVADA HOLDING CORP.


By: /s/ Maurice D. Jones            
       Name:  Maurice D. Jones
       Title:  Vice President and Secretary




LANDIS HOLDING LLC


By: /s/ Maurice D. Jones            
       Name:  Maurice D. Jones
       Title:  Vice President and Secretary




MANITOWOC EQUIPMENT WORKS, INC.


By: /s/ Maurice D. Jones            
       Name:  Maurice D. Jones
       Title:  Vice President and Secretary




MANITOWOC FOODSERVICE COMPANIES, LLC


By: /s/ Maurice D. Jones            
       Name:  Maurice D. Jones
       Title:  Vice President and Secretary




MANITOWOC FOODSERVICE HOLDING, INC.


By: /s/ Maurice D. Jones            
       Name:  Maurice D. Jones
       Title:  Vice President and Secretary












[Signature Page to Affirmation of Guaranty and Security Documents]







MANITOWOC FP, INC.


By: /s/ Maurice D. Jones            
       Name:  Maurice D. Jones
       Title:  Vice President and Secretary




MANITOWOC FSG INTERNATIONAL HOLDINGS, INC.


By: /s/ Maurice D. Jones            
       Name:  Maurice D. Jones
       Title:  Vice President and Secretary
 

ENODIS CORPORATION


By: /s/ Maurice D. Jones            
       Name:  Maurice D. Jones
       Title:  Vice President and Secretary




ENODIS GROUP HOLDINGS US, INC.


By: /s/ Maurice D. Jones            
       Name:  Maurice D. Jones
       Title:  Vice President and Secretary




ENODIS HOLDINGS, INC.


By: /s/ Maurice D. Jones            
       Name:  Maurice D. Jones
       Title:  Vice President and Secretary




MANITOWOC FSG OPERATIONS, LLC


By: /s/ Maurice D. Jones            
       Name:  Maurice D. Jones
       Title:  Vice President and Secretary












[Signature Page to Affirmation of Guaranty and Security Documents]







MANITOWOC FSG U.S. HOLDING, LLC


By: /s/ Maurice D. Jones            
       Name:  Maurice D. Jones
       Title:  Vice President and Secretary




WELBILT CORPORATION


By: /s/ Maurice D. Jones            
       Name:  Maurice D. Jones
       Title:  Vice President and Secretary




WELBILT HOLDING COMPANY


By: /s/ Maurice D. Jones            
       Name:  Maurice D. Jones
       Title:  Vice President and Secretary




WESTRAN CORPORATION


By: /s/ Maurice D. Jones            
       Name:  Maurice D. Jones
       Title:  Vice President and Secretary




MCCANN’S ENGINEERING & MANUFACTURING CO., LLC


By: /s/ Maurice D. Jones            
       Name:  Maurice D. Jones
       Title:  Vice President and Secretary




MTW COUNTY (DOMESTICATION) LLC


By: /s/ Maurice D. Jones            
       Name:  Maurice D. Jones
       Title:  Vice President and Secretary










[Signature Page to Affirmation of Guaranty and Security Documents]







ENODIS HOLDINGS LIMITED
By: /s/ Maurice D. Jones            
       Name:  Maurice D. Jones
       Title:  Director




MANITOWOC FSG UK LIMITED
By: /s/ Maurice D. Jones            
       Name:  Maurice D. Jones
       Title:  Director




MANITOWOC FOODSERVICE UK HOLDING LIMITED
By: /s/ Maurice D. Jones            
       Name:  Maurice D. Jones
       Title:  Director


[Signature Page to Affirmation of Guaranty and Security Documents]