EX10-1SecondAmendCreditAgmt






Exhibit 10.1
Execution Version


SECOND AMENDMENT TO CREDIT AGREEMENT
This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”) is dated as of March 6, 2015 and is entered into by and among POST HOLDINGS, INC., a Missouri corporation (the “Borrower”), WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (in such capacity, the “Administrative Agent”), acting with the written consent of the Required Lenders, the Required Lenders and the Guarantors.  Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement (as defined below) after giving effect to this Second Amendment.
RECITALS
WHEREAS, (i) the Borrower, the Lenders party thereto and the Administrative Agent have entered into that certain Credit Agreement, dated as of January 29, 2014 (as amended by that certain First Amendment to Credit Agreement, dated as of May 1, 2014, by and among the Borrower, the Lenders party thereto and the Administrative Agent, and as otherwise amended, supplemented, or modified prior to the date hereof, the “Credit Agreement”), and (ii) the Borrower, certain of its Subsidiaries and the Administrative Agent have entered into that certain Guarantee and Collateral Agreement, dated as of January 29, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Collateral Agreement” and together with the Credit Agreement, the “Agreements”);
WHEREAS, the Borrower has requested certain amendments to the Agreements; and
WHEREAS, the Lenders party hereto and the Administrative Agent are willing to agree to the amendments requested by the Borrower, on the terms and conditions set forth in this Second Amendment.
NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein, the Borrower, the Guarantors party hereto, the Lenders party hereto and the Administrative Agent hereby agree as follows:
SECTION I.    AMENDMENTS
		
	1.1
	Amendments to the Credit Agreement and the Collateral Agreement Effective on Second Amendment Effective Date.  Subject to the satisfaction of the conditions set forth in Section II of this Second Amendment, on the Second Amendment Effective Date (as defined below) the Credit Agreement and the Collateral Agreement will be amended as follows:


A.    Amendments to Article I of the Credit Agreement.  
(a)    The following defined terms will be added to Section 1.01 of the Credit Agreement in the proper alphabetical order:









“Escrow Subsidiary” means a wholly-owned Subsidiary (i) created by the Borrower or any Subsidiary for the sole purpose of issuing debt securities the net proceeds of which must be deposited into a secured escrow account of such Subsidiary pending consummation of a Permitted Acquisition and which debt securities must be redeemed if such Permitted Acquisition is not consummated, (ii) engaged in no activities other than those incidental to the issuance of such debt securities, (iii) owning no assets other than amounts that have been deposited into such secured escrow account and (iv) which has been designated as an Escrow Subsidiary by the Borrower’s Board of Directors as evidenced by a filing with the Administrative Agent of (1) a board resolution of the Borrower giving effect to such designation and (2) an officers’ certificate certifying that such designation, and the transactions in which such Subsidiary will engage (including the terms of the debt securities issued by such Subsidiary), comply with the requirements of this definition; provided that if at any time (x) such Subsidiary ceases to comply with the requirements of this definition or (y) the debt securities become guaranteed by (or secured by assets of) any Person other than such Subsidiary, such designated Subsidiary shall no longer constitute an Escrow Subsidiary under this Agreement.
“LCA Election” means the Borrower’s election to treat a specified Investment (including a Permitted Acquisition) as a Limited Condition Acquisition by giving written notice of such election to the Administrative Agent at any time prior to the closing of such Limited Condition Acquisition. 
“LCA Test Date” has the meaning specified in Section 1.09(c).
“Limited Condition Acquisition” means any Permitted Acquisition or other Investment, by the Borrower or one or more of its Subsidiaries whose consummation is not, by the terms of the applicable purchase, sale, joint venture, merger or any other definitive agreement with respect to such Permitted Acquisition or other Investment, conditioned on the availability of, or on obtaining, third party financing.
“MOM Brands Acquisition” means the acquisition by MOM Brands Merger Sub of all of the Equity Interests in the MOM Brands Business pursuant to the MOM Brands Acquisition Agreement and the subsequent merger (on the MOM Brands Acquisition Closing Date) of MOM Brands Merger Sub with and into the Mom Brands Business, with the MOM Brands Business surviving as a wholly-owned Subsidiary of the Borrower.
“MOM Brands Acquisition Agreement” means that certain Agreement and Plan of Merger, dated as of January 25, 2015, by and among the Borrower, MOM Brands Merger Sub, the MOM Brands Business and Shareholder Representative Services LLC, solely in its capacity as Sellers’ Representative (as defined therein), as amended from time to time with the Administrative Agent’s prior written consent, not to be unreasonably conditioned, withheld or delayed.
“MOM Brands Acquisition Closing Date” means the date the MOM Brands Acquisition is consummated and the MOM Brands Acquisition Incremental Term Loans are funded.
“MOM Brands Acquisition Incremental Term Loans” means those certain Incremental Term Loans to be funded concurrently with the consummation of the MOM Brands Acquisition, the proceeds of which will be used to finance (in part) the MOM Brands Acquisition (including the repayment of certain existing Indebtedness of the MOM Brands Business) and the payment of fees and expenses in connection with the MOM Brands Acquisition.

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“MOM Brands Acquisition Notes” means any debt securities issued by the Borrower after the Second Amendment Effective Date and on or prior to the MOM Brands Acquisition Closing Date.
“MOM Brands Business” means MOM Brands Company, a Minnesota corporation.
“MOM Brands Merger Sub” means Acquisition Sub, Inc., a Minnesota corporation and a wholly-owned Subsidiary of the Borrower.
“Second Amendment” means that certain Second Amendment to Credit Agreement, dated as of March 6, 2015, by and among the Borrower, the Guarantors party thereto, the Lenders party thereto and the Administrative Agent
“Second Amendment Effective Date” means the date on which the conditions precedent set forth in Section II of the Second Amendment are satisfied, which date is March 6, 2015.
(b)    The defined term “Consolidated EBITDA” as set forth in Section 1.01 of the Credit Agreement will be amended as follows:
(i)    clause (h)(iii) thereof will be amended and restated in its entirety to read as follows:
“(iii) (A) all prepayment premiums, make-whole payments, and similar payments relating to Indebtedness of the Acquired Business, the MOM Brands Business or their respective Subsidiaries which are being prepaid in connection with the Pending Acquisition or the MOM Brands Acquisition, respectively, and (B) all fees, costs and expenses incurred by the Borrower or its Subsidiaries in connection with the Second Amendment and the MOM Brands Acquisition Notes, plus”; 
(ii)    clause (j) thereof will be amended by inserting the words “(other than, for the avoidance of doubt, the MOM Brands Acquisition)” immediately following the words “Permitted Acquisitions” in the proviso thereto;
(iii)    clause (k) thereof will be amended and restated in its entirety to read as follows:
“(k) restructuring charges or reserves with respect to (i) the previously announced closure of the Modesto, California facility, (ii) the Spin-Off and (iii) the MOM Brands Acquisition not to exceed $50,000,000 in the aggregate for any Measurement Period for this clause (iii) (and, for the avoidance of doubt, cost savings, operating expense reductions, other operating improvements and acquisition synergies are not subject to such limit); plus”; and
(iv)    clause (l) thereof will be amended by inserting the words “(other than the MOM Brands Acquisition)” immediately following the words “Permitted Acquisitions” in the proviso thereto.

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(c)    The defined term “Consolidated Interest Coverage Ratio” as set forth in Section 1.01 of the Credit Agreement will be amended by deleting clause (x) of the proviso at the end of clause (b) thereof in its entirety and replacing it with the following:
“(x) all prepayment premiums, make-whole payments, and similar payments relating to Indebtedness of the Acquired Business, the MOM Brands Business or their respective Subsidiaries which are being prepaid in connection with the Pending Acquisition or the MOM Brands Acquisition, respectively”.
(d)    The defined term “Excluded Subsidiary” as set forth in Section 1.01 of the Credit Agreement will be amended by (i) deleting the “or” at the end of clause (d) thereof and replacing it with “,” and (ii) inserting the following text at the end of clause (e) “or (f) any Escrow Subsidiary”.
(e)    The defined term “Permitted Acquisition” as set forth in Section 1.01 of the Credit Agreement will be amended as follows:
(i)    by inserting the words “or the MOM Brands Acquisition” immediately following the words “Pending Acquisition” in the proviso at the end of each of clauses (a), (d), (e) and (f) thereof; and 
(ii)    clause (g) thereof will be amended and restated in its entirety to read as follows:
“(g)    no Default or Event of Default under Sections 8.01(f) or 8.01(g) shall have occurred and be continuing as of the closing date of the proposed acquisition.”.
(f)    The defined term “Specified Transactions” as set forth in Section 1.01 of the Credit Agreement will be amended by inserting the words “the MOM Brands Acquisition,” immediately following the word “means”.
(g)    Section 1.09 of the Credit Agreement will be amended as follows:
(i)    clause (b)(ii) thereof will be deleted in its entirety and replaced with the following:
“(ii) in the event that any Permitted Acquisitions or other permitted Investments are made subsequent to the last day of the applicable Measurement Period for which such pro forma ratio is being calculated but on or prior to the Ratio Calculation Date, then Consolidated EBITDA shall be (x) increased by an amount equal to the Consolidated EBITDA attributable to the property or Investment that is the subject of such Permitted Acquisition or other permitted Investment, in each case assuming such Permitted Acquisition or other permitted Investment had been made on the first day of the applicable Measurement Period and (y) otherwise calculated as set forth in the third paragraph of the definition of “Consolidated EBITDA” on a Pro Forma Basis;”; and
(ii)    a new clause (c) will be inserted immediately after clause (b) thereof that reads in its entirety as follows:

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“(c) Notwithstanding anything to the contrary in this Agreement, solely for the purpose of (A) measuring the relevant financial ratios and basket availability or pro forma compliance with any covenant with respect to the incurrence of any Indebtedness (including any Incremental Term Loans, Incremental Revolving Loans, Incremental Term Loan Commitments or Incremental Revolving Credit Commitments) or Liens or the making of any Investments (including the determination of whether an acquisition is a Permitted Acquisition) or Dispositions or (B) determining compliance with representations and warranties or (other than for purposes of Section 2.14(d)(i)) the occurrence of any Default or Event of Default, in each case, in connection with a Limited Condition Acquisition (other than the MOM Brands Acquisition), if the Borrower has made an LCA Election with respect to such Limited Condition Acquisition, the date of determination of whether any such action is permitted hereunder shall be deemed to be the date on which the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if, after giving effect on a Pro Forma Basis to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recently completed Measurement Period ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such financial ratio or basket, such financial ratio or basket shall be deemed to have been complied with.  If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any financial ratio under Section 7.11 on or following the relevant LCA Test Date and prior to the earlier of (x) the date on which such Limited Condition Acquisition is consummated or (y) the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such financial ratio shall be calculated (and tested) on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated.”.
B.    Amendments to Article II of the Credit Agreement.
(a)    Section 2.14(a) of the Credit Agreement will be deleted in its entirety and replaced with the following:
“(a) The Borrower may by written notice to the Administrative Agent elect to increase the existing Revolving Credit Commitments (any such increase, the “Incremental Revolving Credit Commitments”) and/or incur one or more new term loan commitments (the “Incremental Term Loan Commitments”), by an amount (1) not to exceed (A) in the case of the Incremental Term Loan Commitments in respect of the Pending Acquisition Incremental Term Loans, (x) $1,425,000,000 minus (y) the gross proceeds of any Pending Acquisition Securities and/or Pending Acquisition Bridge Loans in an aggregate amount in excess of $340,000,000, (B) in the case of any Incremental Revolving Credit Commitments that become effective on the Pending Acquisition Closing Date in accordance with the terms of the applicable Joinder Agreement, $100,000,000, (C) in the case of the Incremental Term Loan Commitments in respect of the MOM Brands Acquisition Incremental Term Loans, (x) $700,000,000 minus (y) the gross proceeds of any MOM Brands Acquisition Notes and (D) in the case of any Incremental Facility (other than any Incremental Facility incurred pursuant to the immediately preceding clauses (A), (B), or (C)), in the aggregate, the greater of (x) $700,000,000 and (y) an amount such that the pro forma Senior Secured Leverage Ratio would not exceed 2.50:1.00 as of the Increased Amount Date (provided that, to the extent the proceeds of any Incremental Term Loans are intended to be applied to finance a Limited Condition Acquisition, the Senior Secured Leverage Ratio shall be tested in accordance with Section 1.09(c)) and (2) not less than, individually, $25,000,000.”.

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(b)    The proviso in Section 2.14(d)(ii) of the Credit Agreement will be deleted in its entirety and replaced with the following:
“; provided that this clause will not apply in the case of Incremental Term Loan Commitments in respect of the Pending Acquisition Incremental Term Loans or the MOM Brands Acquisition Incremental Term Loans; provided, further, that to the extent the proceeds of any Incremental Term Loans are intended to be applied to finance a Limited Condition Acquisition, pro forma compliance shall be tested in accordance with Section 1.09(c);”. 
(c)    The word “less” in the proviso to the first sentence of Section 2.14(g) of the Credit Agreement will be deleted and replaced with “plus”.
(d)    Section 2.14(i) of the Credit Agreement will be amended by inserting the words “(including any amendments that are not adverse to the interests of any Lender that are made to effectuate changes necessary or appropriate to enable any Incremental Term Loans that are intended to be fungible with any other Term Loans to be fungible with such other Term Loans, which shall include any amendments that modify the aggregate principal amount of scheduled installment payments to the extent such amendment does not decrease the installment payment an existing Term Lender would have received prior to giving effect to any such amendment)” immediately following the words “to effect the provisions of this Section 2.14”.
C.    Amendments to Article IV of the Credit Agreement.
(a)    The lead-in to Section 4.02 of the Credit Agreement will be deleted in its entirety and replaced with the following:
“The obligation of each Lender to honor any Request for Credit Extension after the Closing Date (other than (x) pursuant to a Conversion/Continuation Notice and (y) in connection with the funding of an Incremental Term Loan) is subject to the following conditions precedent:”.
D.    Amendments to Article VII of the Credit Agreement.
(a)    Section 7.03(a) of the Credit Agreement will be amended by (i) deleting the word “and” and the end of clause (B) thereof, (ii) replacing the “;” at the end of clause (C) thereof with “and” and (iii) inserting new clause (D) that reads in its entirety as follows:

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“(D) Indebtedness of the Borrower consisting of any MOM Brands Acquisition Notes (and any Permitted Refinancing thereof); provided, however, that (i) the aggregate amount of all such Indebtedness outstanding at any one time, shall not (x) exceed $450,000,000 and (y) when taken together with the aggregate principal amount of any MOM Brands Acquisition Incremental Term Loans, exceed $700,000,000, (ii) the covenants, events of default, guaranty and other terms (excluding as to interest rate and redemption premium) of such Indebtedness are, taken as a whole, not materially less favorable to the Borrower and its Subsidiaries than the 2021 Senior Notes and (iii) the stated maturity of such Indebtedness is not less than 91 days following the latest Maturity Date at the time of incurrence of such Indebtedness and the Weighted Average Life to Maturity of such Indebtedness is not shorter than the remaining Weighted Average Life to Maturity of any Incremental Term Loans;”. 
(b)    Section 7.03(h) of the Credit Agreement will be amended and restated in its entirety to read as follows:
“(h) unsecured Indebtedness issued by the Borrower, including Disqualified Equity Interests; provided that (i) the pro forma Consolidated Interest Coverage Ratio would be greater than or equal to 2.00:1.00, (ii) the stated maturity of such Indebtedness is not less than 91 days following the latest Maturity Date at the time of incurrence of such unsecured Indebtedness and the Weighted Average Life to Maturity of such Indebtedness is not shorter than the remaining Weighted Average Life to Maturity of any Incremental Term Loans, (iii) the covenants, events of default, guaranty and other terms (excluding as to interest rate and redemption premium) of such Indebtedness are, taken as a whole, not materially less favorable to the Borrower and its Subsidiaries than the 2021 Senior Notes and (iv) at the time of incurrence of such Indebtedness, there shall be no Default;”. 
(c)    Section 7.03(j) of the Credit Agreement will be amended by replacing the reference to “2.25%” in clause (y) thereof with “3.50%”.
(d)    Section 7.05(j) of the Credit Agreement will be amended by deleting clause (ii) in the proviso thereof in its entirety and replacing it with “(ii) [reserved];”.
(e)    Section 8.01(e)(i) of the Credit Agreement will be amended by inserting the words “(other than an Escrow Subsidiary)” immediately following the words “The Borrower or any Subsidiary”.
(f)    Section 8.01(f) of the Credit Agreement will be amended by inserting the words “(other than an Escrow Subsidiary)” immediately following the words “Any Loan Party or any of its Subsidiaries”.
(g)    Section 8.01(g) of the Credit Agreement will be amended by inserting the words “(other than an Escrow Subsidiary)” immediately following the words “The Borrower or any Subsidiary”.
(h)    Section 8.01(h) of the Credit Agreement will be amended by inserting the words “(other than an Escrow Subsidiary)” immediately following the words “the Borrower or any Subsidiary”.

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E.    Amendment to Section 5.2 of the Collateral Agreement.  Section 5.2(d) of the Collateral Agreement will be deleted in its entirety and replaced with the following: 
“(d) [Reserved.]”.
		
	1.2
	Amendments Effective on the MOM Brands Acquisition Closing Date.  On the MOM Brands Acquisition Closing Date, the Credit Agreement will be further amended as follows:


A.    Amendment to Article I of the Credit Agreement.
(a)    The defined term “Threshold Amount” as set forth in Section 1.01 of the Credit Agreement will be amended by replacing the reference to “$60,000,000” with “$75,000,000”.
B.    Amendment to Article VII of the Credit Agreement.
(a)    Section 7.16 of the Credit Agreement will be amended as follows:
(i) the two references to “$150,000,000” in the first sentence thereof are replaced with “$200,000,000”; and
(ii) the words “or the MOM Brands Acquisition” will be inserted immediately following each reference to “Pending Acquisition” in the second sentence thereof.
SECTION II.    CONDITIONS TO EFFECTIVENESS
This Second Amendment shall become effective as of the date hereof only upon the satisfaction of all of the following conditions precedent (the date of satisfaction of such conditions being referred to herein as the “Second Amendment Effective Date”):
A.    Execution. The Administrative Agent shall have received a counterpart signature page of this Second Amendment duly executed by the Borrower, the Guarantors and the Required Lenders.
B.    Representations and Warranties.  The representations and warranties set forth in Section III of this Second Amendment shall be true and correct.
C.    Other Documents.  The Administrative Agent and Lenders shall have received a secretary’s certificate certifying as to the accuracy of each Loan Party’s applicable Organization Documents and resolutions or other forms of organizational action of the Loan Parties authorizing the execution, delivery and performance of this Second Amendment and the transactions contemplated hereby, together with applicable incumbency certificates and such other documents, instruments or certificates as it may reasonably request.
D.    Fees.  The Borrower shall have paid all fees due and payable on or prior to the Second Amendment Effective Date, pursuant to that certain Engagement Letter, dated as of February 26, 2015, between the Borrower and Credit Suisse Securities (USA) LLC (the “Engagement Letter”), and, to the extent invoiced, reimburse or pay all out of pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement or the Engagement Letter.
SECTION III.    REPRESENTATIONS AND WARRANTIES

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In order to induce the Administrative Agent and the Lenders to enter into this Second Amendment and amend the Credit Agreement and the Collateral Agreement in the manner provided herein, each Loan Party which is a party hereto represents and warrants to the Administrative Agent and the Lenders that the following statements are true and correct in all material respects:
A.    Corporate Power and Authority.  Each Loan Party has all requisite power and authority to execute, deliver and perform this Second Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Second Amendment (the “Amended Credit Agreement”) and under the Collateral Agreement as amended by this Second Amendment (the “Amended Collateral Agreement” and, together with the Amended Credit Agreement, the “Amended Agreements”).
B.    Due Authorization; No Contravention.  The execution and delivery by each Loan Party of this Second Amendment and the performance by each Loan Party of the terms of this Second Amendment and the Amended Agreements have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any material contract to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law.
C.    Governmental Authorization; Other Consents.  No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Second Amendment or the Amended Agreements, except for 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.
D.    Binding Effect.  Each of this Second Amendment and each Amended Agreement constitutes a legal, valid and binding obligation of each Loan Party, enforceable against each Loan Party in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).
E.    Incorporation of Representations and Warranties from Credit Agreement.  The representations and warranties contained in Article V of the Amended Credit Agreement are and will be true and correct in all material respects on and as of the Second Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all respects on and as of such earlier date, in each case after giving effect to this Second Amendment; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects.  
F.    Absence of Default.  No event has occurred and is continuing that would constitute an Event of Default or a Default, in each case after giving effect to this Second Amendment and the transactions contemplated hereby.  
SECTION IV.    ACKNOWLEDGMENT AND CONSENT
    

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The Borrower hereby confirms its pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Second Amendment or any of the transactions contemplated hereby, such pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents to which it is a party, as supplemented in connection with this Second Amendment and the transactions contemplated hereby, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all the Obligations.  
Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, the Collateral Agreement and this Second Amendment and consents to the amendments to the Credit Agreement and the Collateral Agreement effected pursuant to this Second Amendment.  Each Guarantor hereby confirms its guarantees, pledges, grants of security interests and other obligations under and subject to the terms of each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Second Amendment or any of the transactions contemplated hereby, such guarantees, pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents to which it is a party, as modified or supplemented in connection with this Second Amendment and the transactions contemplated hereby, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all the Obligations.  
Each Guarantor acknowledges and agrees that each Loan Document to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Second Amendment.
Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Second Amendment, the Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement or the Collateral Agreement effected pursuant to this Second Amendment and (ii) nothing in the Credit Agreement, the Collateral Agreement, this Second Amendment or any other Loan Document shall be deemed to require the consent of any Guarantor to any future amendments to the Credit Agreement or the Collateral Agreement.
SECTION V.    MISCELLANEOUS
A.    Reference to and Effect on the Credit Agreement and the Other Loan Documents. 
(i)    On and after the Second Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement,” “thereunder,” “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Amended Credit Agreement.
(ii)    On and after the Second Amendment Effective Date, each reference in the Collateral Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import referring to the Collateral Agreement, and each reference in the other Loan Documents to the “Guarantee and Collateral Agreement,” “thereunder,” “thereof” or words of like import referring to the Collateral Agreement, shall mean and be a reference to the Amended Collateral Agreement.

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(iii)    Except as specifically amended by this Second Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.
B.    Loan Document.  This Second Amendment shall constitute a Loan Document under the terms of the Amended Credit Agreement.
C.    Termination of Control Agreements.   Following the Second Amendment Effective Date, promptly following the Borrower’s request, solely in the case of Securities Accounts and Deposit Accounts, the Administrative Agent will, at the Borrower’s cost and expense, use its reasonable efforts to terminate all control agreements and other agreements to comply with entitlement orders and instructions originated by the Administrative Agent.
D.    Headings.  Section and Subsection headings in this Second Amendment are included herein for convenience of reference only and shall not constitute a part of this Second Amendment for any other purpose or be given any substantive effect.
E.    Applicable Law.  THIS SECOND AMENDMENT AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE IN ANY WAY HERETO OR THE NEGOTIATION, EXECUTION OR PERFORMANCE HEREOF OR THE TRANSACTIONS CONTEMPLATED HEREBY, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.  The provisions of Sections 10.14(b), (c) and (d), 10.15, 10.16 and 10.18 of the Credit Agreement are incorporated by reference herein and made a part hereof.
F.    Counterparts.  This Second Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single agreement.  Delivery of an executed counterpart of a signature page of this Second Amendment by facsimile or other electronic imaging means (e.g., in “pdf” or “tif” format) shall be effective as delivery of a manually executed counterpart of this Second Amendment.
[Signature pages follow.]

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IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.


	
			
	 
	Borrower:

	 
	 
	 

	 
	POST HOLDINGS, INC.

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Diedre J. Gray

	 
	 
	Name:   Diedre J. Gray

	 
	 
	Title:   SVP, General Counsel and Administration, 
Corporate Secretary

	 
	 
	 

	 
	 
	 

	 
	Guarantors:

	 
	 
	 

	 
	AGRICORE UNITED HOLDINGS INC.

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Diedre J. Gray

	 
	 
	Name:   Diedre J. Gray

	 
	 
	Title:   Secretary

	 
	 
	 

	 
	 
	 

	 
	AMERICAN BLANCHING COMPANY

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Diedre J. Gray

	 
	 
	Name:   Diedre J. Gray

	 
	 
	Title:   Secretary

	 
	 
	 

	 
	 
	 

	 
	ATTUNE FOODS, LLC

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Diedre J. Gray

	 
	 
	Name:   Diedre J. Gray

	 
	 
	Title:   Secretary

	 
	 
	 

	 
	 
	 







[Signature Page to Second Amendment]








	
			
	 
	CASA TRUCKING, INC.

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Diedre J. Gray

	 
	 
	Name:   Diedre J. Gray

	 
	 
	Title:   Assistant Secretary

	 
	 
	 

	 
	CRYSTAL FARMS REFRIGERATED 
DISTRIBUTION COMPANY

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Diedre J. Gray

	 
	 
	Name:   Diedre J. Gray

	 
	 
	Title:   Assistant Secretary

	 
	 
	 

	 
	 
	 

	 
	CUSTOM NUTRICEUTICAL LABORATORIES, LLC

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Diedre J. Gray

	 
	 
	Name:   Diedre J. Gray

	 
	 
	Title:   Secretary

	 
	 
	 

	 
	 
	 

	 
	DAKOTA GROWERS PASTA COMPANY

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Diedre J. Gray

	 
	 
	Name:   Diedre J. Gray

	 
	 
	Title:   Secretary

	 
	 
	 

	 
	 
	 

	 
	DNA DREAMFIELDS COMPANY, LLC

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Diedre J. Gray

	 
	 
	Name:   Diedre J. Gray

	 
	 
	Title:   Secretary

	 
	 
	 

	 
	 
	 

	 
	DYMATIZE ENTERPRISES, LLC

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Diedre J. Gray

	 
	 
	Name:   Diedre J. Gray

	 
	 
	Title:   Secretary





[Signature Page to Second Amendment]








	
			
	 
	DYMATIZE HOLDINGS, LLC

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Diedre J. Gray

	 
	 
	Name:   Diedre J. Gray

	 
	 
	Title:   Secretary

	 
	 
	 

	 
	 
	 

	 
	FARM FRESH FOODS, INC.

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Diedre J. Gray

	 
	 
	Name:   Diedre J. Gray

	 
	 
	Title:   Assistant Secretary

	 
	 
	 

	 
	 
	 

	 
	GB ACQUISITION USA, INC.

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Diedre J. Gray

	 
	 
	Name:   Diedre J. Gray

	 
	 
	Title:   Secretary

	 
	 
	 

	 
	 
	 

	 
	GOLDEN ACQUISITION SUB, LLC

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Diedre J. Gray

	 
	 
	Name:   Diedre J. Gray

	 
	 
	Title:   Secretary

	 
	 
	 

	 
	 
	 

	 
	GOLDEN BOY NUT CORPORATION

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Diedre J. Gray

	 
	 
	Name:   Diedre J. Gray

	 
	 
	Title:   Secretary

	 
	 
	 

	 
	 
	 

	 
	GOLDEN BOY PORTALES, LLC

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Diedre J. Gray

	 
	 
	Name:   Diedre J. Gray

	 
	 
	Title:   Secretary

	 
	 
	 





[Signature Page to Second Amendment]








	
			
	 
	GOLDEN NUT COMPANY (USA) INC.

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Diedre J. Gray

	 
	 
	Name:   Diedre J. Gray

	 
	 
	Title:   Secretary

	 
	 
	 

	 
	 
	 

	 
	M.G. WALDBAUM COMPANY

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Diedre J. Gray

	 
	 
	Name:   Diedre J. Gray

	 
	 
	Title:   Assistant Secretary

	 
	 
	 

	 
	 
	 

	 
	MFI FOOD ASIA, LLC

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Carolyn V. Wolski

	 
	 
	Name:   Carolyn V. Wolski

	 
	 
	Title:   VP, General Counsel, Secretary

	 
	 
	 

	 
	 
	 

	 
	MFI HOLDING CORPORATION

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Diedre J. Gray

	 
	 
	Name:   Diedre J. Gray

	 
	 
	Title:   Assistant Secretary

	 
	 
	 

	 
	 
	 

	 
	MFI INTERNATIONAL, INC.

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Diedre J. Gray

	 
	 
	Name:   Diedre J. Gray

	 
	 
	Title:   Assistant Secretary

	 
	 
	 

	 
	 
	 

	 
	MICHAEL FOODS GROUP, INC.

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Diedre J. Gray

	 
	 
	Name:   Diedre J. Gray

	 
	 
	Title:   Assistant Secretary

	 
	 
	 





[Signature Page to Second Amendment]








	
			
	 
	MICHAEL FOODS, INC.

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Diedre J. Gray

	 
	 
	Name:   Diedre J. Gray

	 
	 
	Title:   Assistant Secretary

	 
	 
	 

	 
	 
	 

	 
	MICHAEL FOODS OF DELAWARE, INC.

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Diedre J. Gray

	 
	 
	Name:   Diedre J. Gray

	 
	 
	Title:   Assistant Secretary

	 
	 
	 

	 
	 
	 

	 
	NORTHERN STAR CO.

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Diedre J. Gray

	 
	 
	Name:   Diedre J. Gray

	 
	 
	Title:   Assistant Secretary

	 
	 
	 

	 
	 
	 

	 
	NUTS DISTRIBUTOR OF AMERICA, INC.

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Diedre J. Gray

	 
	 
	Name:   Diedre J. Gray

	 
	 
	Title:   Secretary

	 
	 
	 

	 
	 
	 

	 
	PAPETTI’S HYGRADE EGG PRODUCTS, INC.

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Diedre J. Gray

	 
	 
	Name:   Diedre J. Gray

	 
	 
	Title:   Assistant Secretary

	 
	 
	 

	 
	 
	 

	 
	POST ACQUISITION SUB IV, LLC

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Diedre J. Gray

	 
	 
	Name:   Diedre J. Gray

	 
	 
	Title:   Secretary

	 
	 
	 







[Signature Page to Second Amendment]








	
			
	 
	POST FOODS, LLC

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Diedre J. Gray

	 
	 
	Name:   Diedre J. Gray

	 
	 
	Title:   Secretary

	 
	 
	 

	 
	 
	 

	 
	PREMIER NUTRITION CORPORATION

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Diedre J. Gray

	 
	 
	Name:   Diedre J. Gray

	 
	 
	Title:   Secretary

	 
	 
	 

	 
	 
	 

	 
	PRIMO PIATTO, INC.

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Diedre J. Gray

	 
	 
	Name:   Diedre J. Gray

	 
	 
	Title:   Secretary

	 
	 
	 

	 
	 
	 

	 
	SUPREME PROTEIN, LLC

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Diedre J. Gray

	 
	 
	Name:   Diedre J. Gray

	 
	 
	Title:   Secretary

	 
	 
	 

	 
	 
	 

	 
	TA/DEI-A ACQUISITION CORP.

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Diedre J. Gray

	 
	 
	Name:   Diedre J. Gray

	 
	 
	Title:   Secretary

	 
	 
	 

	 
	 
	 

	 
	TA/DEI-B1 ACQUISITION CORP.

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Diedre J. Gray

	 
	 
	Name:   Diedre J. Gray

	 
	 
	Title:   Secretary

	 
	 
	 







[Signature Page to Second Amendment]








	
			
	 
	TA/DEI-B2 ACQUISITION CORP.

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Diedre J. Gray

	 
	 
	Name:   Diedre J. Gray

	 
	 
	Title:   Secretary

	 
	 
	 

	 
	 
	 

	 
	TA/DEI-B3 ACQUISITION CORP.

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Diedre J. Gray

	 
	 
	Name:   Diedre J. Gray

	 
	 
	Title:   Secretary

	 
	 
	 







[Signature Page to Second Amendment]








	
			
	 
	WELLS FARGO BANK, NATIONAL  
ASSOCIATION, as Administrative Agent and a Lender

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Daniel R. Van Aken

	 
	 
	Name:   Daniel R. Van Aken

	 
	 
	Title:   Director





[Signature Page to Second Amendment]








	
			
	 
	A Voce CLO, Ltd., 
as a Lender

	 
	 
	 

	 
	By: Invesco Senior Secured Management, Inc. as 
Collateral Manager

	 
	 
	 

	 
	By:
	/s/ Kevin Egan

	 
	 
	Name:   Kevin Egan

	 
	 
	Title:   Authorized Individual

	 
	 
	 

	 
	 
	 

	 
	ACAS CLO 2012-1, Ltd., 
as a Lender

	 
	 
	 

	 
	By: American Capital CLO Management, LLC (f/k/a American Capital leveraged Finance Management, LLC, its Manager

	 
	 
	 

	 
	By:
	/s/ William Weiss

	 
	 
	Name:   William Weiss

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	ACAS CLO 2013-1, Ltd., 
as a Lender

	 
	 
	 

	 
	By: American Capital CLO Management, LLC (f/k/a American Capital leveraged Finance Management, LLC, its Manager

	 
	 
	 

	 
	By:
	/s/ William Weiss

	 
	 
	Name:   William Weiss

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	ACAS CLO 2013-2, Ltd., 
as a Lender

	 
	 
	 

	 
	By: American Capital CLO Management, LLC, its Manager

	 
	 
	 

	 
	By:
	/s/ William Weiss

	 
	 
	Name:   William Weiss

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 





[Signature Page to Second Amendment]








	
			
	 
	ACAS CLO 2014-1, Ltd., 
as a Lender

	 
	 
	 

	 
	By: American Capital CLO Management, LLC, its Manager

	 
	 
	 

	 
	By:
	/s/ William Weiss

	 
	 
	Name:   William Weiss

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	ACAS CLO 2014-2, Ltd., 
as a Lender

	 
	 
	 

	 
	By: American Capital CLO Management, LLC, its Manager

	 
	 
	 

	 
	By:
	/s/ William Weiss

	 
	 
	Name:   William Weiss

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

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

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ William Weiss

	 
	 
	Name:   William Weiss

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	ACAS Funding I, LLC, 
as a Lender

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ William Weiss

	 
	 
	Name:   William Weiss

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 

	 
	ACAS Funding II, LLC, 
as a Lender

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ William Weiss

	 
	 
	Name:   William Weiss

	 
	 
	Title:   Vice President

	 
	 
	 







[Signature Page to Second Amendment]








	
			
	 
	ACE American Insurance Company 
as a Lender

	 
	 
	 

	 
	By: T. Rowe Price Associates, Inc. as investment advisor

	 
	 
	 

	 
	By:
	/s/ Brian Burns

	 
	 
	Name:   Brian Burns

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 

	 
	Ace European Group Limited 
as a Lender

	 
	 
	 

	 
	BY:  BlackRock Financial Management, Inc., its Sub-Advisor

	 
	 
	 

	 
	By:
	/s/ Rob Jacobi

	 
	 
	Name:   Rob Jacobi

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 

	 
	ACE Property & Casualty Insurance Company 
as a Lender

	 
	 
	 

	 
	BY:  BlackRock Financial Management, Inc., its Investment Advisor

	 
	 
	 

	 
	By:
	/s/ Rob Jacobi

	 
	 
	Name:   Rob Jacobi

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	ACE Tempest Reinsurance Ltd., 
as a Lender

	 
	 
	 

	 
	BY:  Oaktree Capital Management, L.P. Its: Investment Manager

	 
	 
	 

	 
	By:
	/s/ Armen Panossian

	 
	 
	Name:   Armen Panossian

	 
	 
	Title:   Managing Director

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ William Wang

	 
	 
	Name:   William Wang

	 
	 
	Title:   Vice President







[Signature Page to Second Amendment]








	
			
	 
	Aetna Health Inc., 
as a Lender

	 
	 
	 

	 
	BY:  BlackRock Investment Management, LLC, Its Investment Advisor

	 
	 
	 

	 
	By:
	/s/ Rob Jacobi

	 
	 
	Name:   Rob Jacobi

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	Aetna Health Management, LLC, 
as a Lender

	 
	 
	 

	 
	BY:  BlackRock Investment Management, LLC, Its Investment Advisor

	 
	 
	 

	 
	By:
	/s/ Rob Jacobi

	 
	 
	Name:   Rob Jacobi

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	Aetna Life Insurance Company, 
as a Lender

	 
	 
	 

	 
	BY:  BlackRock Investment Management, LLC, Its Investment Advisor

	 
	 
	 

	 
	By:
	/s/ Rob Jacobi

	 
	 
	Name:   Rob Jacobi

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	AIB DEBT MANAGEMENT LIMITED, 
as a Lender

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Fern Lindsay

	 
	 
	Name:   Fern Lindsay

	 
	 
	Title:   Vice President

	 
	 
	Investment Advisor to 
AIB Debt Management, Limited

	 
	 
	 

	 
	By:
	/s/ Vivienne O’Sullivan

	 
	 
	Name:   Vivienne O’Sullivan

	 
	 
	Title:   Assistant Vice President

	 
	 
	Investment Advisor to 
AIB Debt Management, Limited







[Signature Page to Second Amendment]








	
			
	 
	AIMCO CLO, Series 2014-A, 
as a Lender

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Chris Goergen

	 
	 
	Name:   Chris Goergen

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Mark D. Pittman

	 
	 
	Name:   Mark D. Pittman

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	AXA IM Inc. for and on behalf of Allegro CLO II, 
Ltd. 
as a Lender

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/   Theyr Yannick Le Serviget

	 
	 
	Name:   Theyr Yannick Le Serviget

	 
	 
	Title:   Portfolio Manager

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/  Olivier Testard

	 
	 
	Name:   Olivier Testard

	 
	 
	Title:   Senior Analyst

	 
	 
	 

	 
	 
	 

	 
	Allstate Insurance Company, 
as a Lender

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Chris Goergen

	 
	 
	Name:   Chris Goergen

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Mark D. Pittman

	 
	 
	Name:   Mark D. Pittman

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 





[Signature Page to Second Amendment]








	
			
	 
	Allstate Life Insurance Company, 
as a Lender

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Chris Goergen

	 
	 
	Name:   Chris Goergen

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Mark D. Pittman

	 
	 
	Name:   Mark D. Pittman

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	ALM V,  Ltd., 
as a Lender

	 
	 
	 

	 
	By:  Apollo Credit Management (CLO), LLC as 
Collateral Manager

	 
	 
	 

	 
	By:
	/s/ Joe Moroney

	 
	 
	Name:   Joe Moroney

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 

	 
	ALM VI,  Ltd., 
as a Lender

	 
	 
	 

	 
	By:  Apollo Credit Management (CLO), LLC as 
Collateral Manager

	 
	 
	 

	 
	By:
	/s/ Joe Moroney

	 
	 
	Name:   Joe Moroney

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 

	 
	ALM VII (R),  Ltd., 
as a Lender

	 
	 
	 

	 
	By:  Apollo Credit Management (CLO), LLC as 
Collateral Manager

	 
	 
	 

	 
	By:
	/s/ Joe Moroney

	 
	 
	Name:   Joe Moroney

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 





[Signature Page to Second Amendment]








	
			
	 
	ALM VII (R)-2,  Ltd., 
as a Lender

	 
	 
	 

	 
	By:  Apollo Credit Management (CLO), LLC as 
Collateral Manager

	 
	 
	 

	 
	By:
	/s/ Joe Moroney

	 
	 
	Name:   Joe Moroney

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 

	 
	ALM VII,  Ltd., 
as a Lender

	 
	 
	 

	 
	By:  Apollo Credit Management (CLO), LLC as 
Collateral Manager

	 
	 
	 

	 
	By:
	/s/ Joe Moroney

	 
	 
	Name:   Joe Moroney

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 

	 
	ALM VIII,  Ltd., 
as a Lender

	 
	 
	 

	 
	By:  Apollo Credit Management (CLO), LLC as 
Collateral Manager

	 
	 
	 

	 
	By:
	/s/ Joe Moroney

	 
	 
	Name:   Joe Moroney

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 

	 
	ALM XI,  Ltd., 
as a Lender

	 
	 
	 

	 
	By:  Apollo Credit Management (CLO), LLC as 
Collateral Manager

	 
	 
	 

	 
	By:
	/s/ Joe Moroney

	 
	 
	Name:   Joe Moroney

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 





[Signature Page to Second Amendment]








	
			
	 
	ALM XII,  Ltd., 
as a Lender

	 
	 
	 

	 
	By:  Apollo Credit Management (CLO), LLC as 
Collateral Manager

	 
	 
	 

	 
	By:
	/s/ Joe Moroney

	 
	 
	Name:   Joe Moroney

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 

	 
	ALPHAFIXE FLOATING RATE BANK LOAN 
FUND, 
as a Lender

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Diane Favreau

	 
	 
	Name:   Diane Favreau

	 
	 
	Title:   Managing Director

	 
	 
	 

	 
	 
	 

	 
	American General Life Insurance Company, 
as a Lender

	 
	 
	 

	 
	By:  Invesco Senior Secured Management, Inc. as 
Investment Manager

	 
	 
	 

	 
	By:
	/s/ Kevin Egan

	 
	 
	Name:   Kevin Egan

	 
	 
	Title:   Authorized Individual

	 
	 
	 

	 
	 
	 

	 
	American Home Assurance Company, 
as a Lender

	 
	 
	 

	 
	By:  Invesco Senior Secured Management, Inc. as 
Investment Manager

	 
	 
	 

	 
	By:
	/s/ Kevin Egan

	 
	 
	Name:   Kevin Egan

	 
	 
	Title:   Authorized Individual

	 
	 
	 

	 
	 
	 





[Signature Page to Second Amendment]








	
			
	 
	AMJ Bank Loan Fund A Series Trust of Multimanager 
Global Investment Trust, 
as a Lender

	 
	 
	 

	 
	BY: Brown Brothers Harriman Trust Company
(Cayman) Limited acting solely in its capacity as trustee
of AMJ Bank Loan Fund, a series trust of Multi
Manager Global Investment Trust, acting by Highbridge
Principal Strategies, LLC as attorney-in-fact, and
expressly on the basis that the parties agree they shall
not have recourse to the assets of Multi

	 
	 
	 

	 
	By:
	/s/ Jamie Donsky

	 
	 
	Name:   Jamie Donsky

	 
	 
	Title:   Senior Vice President

	 
	 
	 

	 
	 
	 

	 
	AMMC CLO XII, LIMITED,
as a Lender

	 
	 
	 

	 
	By: American Money Management Corp., as Collateral
Manager

	 
	 
	 

	 
	By:
	/s/ David P. Meyer

	 
	 
	Name:   David P. Meyer

	 
	 
	Title:   Senior Vice President

	 
	 
	 

	 
	 
	 

	 
	AMMC CLO XIV, LIMITED,
as a Lender

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ David P. Meyer

	 
	 
	Name:   David P. Meyer

	 
	 
	Title:   Senior Vice President

	 
	 
	 

	 
	 
	 

	 
	APOLLO AF LOAN TRUST 2012,
as a Lender

	 
	 
	 

	 
	BY: Apollo Credit Management (Senior Loans) II, LLC, 
as Portfolio Manager

	 
	 
	 

	 
	By:
	/s/ Joe Moroney

	 
	 
	Name:   Joe Moroney

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 





[Signature Page to Second Amendment]








	
			
	 
	APOLLO CREDIT FUNDING I LTD.,
as a Lender

	 
	 
	 

	 
	BY: Apollo ST Fund Management LLC 
As Its Collateral Manager

	 
	 
	 

	 
	By:
	/s/ Joe Moroney

	 
	 
	Name:   Joe Moroney

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 

	 
	Arch Investment Holdings IV Ltd.,
as a Lender

	 
	 
	 

	 
	BY: Oaktree Capital Management, L.P.  
Its: Investment Manager

	 
	 
	 

	 
	By:
	/s/ Armen Panossian

	 
	 
	Name:   Armen Panossian

	 
	 
	Title:   Managing Director

	 
	 
	 

	 
	By:
	/s/ William Wang

	 
	 
	Name:   William Wang

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 

	 
	ARCHES FUNDING ULC,
as a Lender

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Mobasharul Islam

	 
	 
	Name:   Mobasharul Islam

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	Ares Institutional Loan Fund B.V.,
as a Lender

	 
	 
	 

	 
	BY: Ares Management Limited, as manager

	 
	 
	 

	 
	By:
	/s/ John Eanes

	 
	 
	Name:   John Eanes

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 





[Signature Page to Second Amendment]








	
			
	 
	ARES XXIV CLO LTD.,
as a Lender

	 
	 
	 

	 
	BY: ARES CLO MANAGEMENT XXIV, L.P., ITS
ASSET MANAGER

	 
	 

	 
	BY: ARES CLO GP XXIV, LLC, ITS GENERAL
PARTNER

	 
	 
	 

	 
	By:
	/s/ John Eanes

	 
	 
	Name:   John Eanes

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	ARES XXV CLO LTD.,
as a Lender

	 
	 
	 

	 
	BY: Ares CLO Management XXV, L.P., its Asset
Manager

	 
	 

	 
	By: Ares CLO GP XXV, LLC, its General Partner

	 
	 
	 

	 
	By:
	/s/ John Eanes

	 
	 
	Name:   John Eanes

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	ARES XXVI CLO LTD.,
as a Lender

	 
	 
	 

	 
	BY: Ares CLO Management XXVI, L.P., its Collateral
Manager

	 
	 

	 
	By: Ares CLO GP XXVI, LLC, its General Partner

	 
	 
	 

	 
	By:
	/s/ John Eanes

	 
	 
	Name:   John Eanes

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	ARES XXVIII CLO LTD.,
as a Lender

	 
	 
	 

	 
	By: Ares CLO Management XXVIII, L.P., its Asset
Manager

	 
	 

	 
	By: Ares CLO GP XXVIII, LLC, its General Partner

	 
	 
	 

	 
	By:
	/s/ John Eanes

	 
	 
	Name:   John Eanes

	 
	 
	Title:   Authorized Signatory





[Signature Page to Second Amendment]








	
			
	 
	ARES XXX CLO LTD.,
as a Lender

	 
	 
	 

	 
	By: Ares CLO Management XXX, L.P., its Asset
Manager

	 
	 

	 
	By: Ares CLO GP XXX, LLC, its General Partner

	 
	 
	 

	 
	By:
	/s/ John Eanes

	 
	 
	Name:   John Eanes

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	Ares XXXI CLO Ltd.,
as a Lender

	 
	 
	 

	 
	By: Ares CLO Management XXXI, L.P., its Portfolio
Manager

	 
	 

	 
	By: Ares Management LLC, its General Partner

	 
	 
	 

	 
	By:
	/s/ John Eanes

	 
	 
	Name:   John Eanes

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	Ares XXXII CLO Ltd.,
as a Lender

	 
	 
	 

	 
	By: Ares CLO Management XXXII, L.P., its Asset
Manager

	 
	 
	 

	 
	By:
	/s/ John Eanes

	 
	 
	Name:   John Eanes

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	Argo Re Ltd.,
as a Lender

	 
	 
	 

	 
	By: Oaktree Capital Management, L.P. 
Its:  Investment Manager

	 
	 
	 

	 
	By:
	/s/ Armen Panossian

	 
	 
	Name:   Armen Panossian

	 
	 
	Title:   Managing Director

	 
	 
	 

	 
	By:
	/s/ William Wang

	 
	 
	Name:   William Wang

	 
	 
	Title:   Vice President





[Signature Page to Second Amendment]








	
			
	 
	Argonaut Insurance Company,
as a Lender

	 
	 
	 

	 
	By: Oaktree Capital Management, L.P. 
Its:  Investment Manager

	 
	 
	 

	 
	By:
	/s/ Armen Panossian

	 
	 
	Name:   Armen Panossian

	 
	 
	Title:   Managing Director

	 
	 
	 

	 
	By:
	/s/ William Wang

	 
	 
	Name:   William Wang

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 

	 
	Arrowpoint CLO 2014-2, LTD.,
as a Lender

	 
	 
	 

	 
	By:
	/s/ Sanjai Bhonsle

	 
	 
	Name:   Sanjai Bhonsle

	 
	 
	Title:   Portfolio Director

	 
	 
	 

	 
	 
	 

	 
	Arrowpoint CLO 2014-3, LTD.,
as a Lender

	 
	 
	 

	 
	By:
	/s/ Sanjai Bhonsle

	 
	 
	Name:   Sanjai Bhonsle

	 
	 
	Title:   Portfolio Director

	 
	 
	 

	 
	 
	 

	 
	Ascension Alpha Fund, LLC,
as a Lender

	 
	 
	 

	 
	By: Pioneer Institutional Asset Management, Inc. 
As its adviser

	 
	 
	 

	 
	By:
	/s/ Maggie Begley

	 
	 
	Name:   maggie begley

	 
	 
	Title:   Vice President and  Associate General Counsel

	 
	 
	 

	 
	 
	 





[Signature Page to Second Amendment]








	
			
	 
	Ascension Health Master Pension Trust,
as a Lender

	 
	 
	 

	 
	By: Pioneer Institutional Asset Management, Inc. 
As its adviser

	 
	 
	 

	 
	By:
	/s/ Maggie Begley

	 
	 
	Name:   maggie begley

	 
	 
	Title:   Vice President and  Associate General Counsel

	 
	 
	 

	 
	 
	 

	 
	Athene Annuity and Life Company,
as a Lender

	 
	 
	 

	 
	BY: Athene Asset Management, L.P., its investment
manager

	 
	 

	 
	Apollo Capital Management, L.P., its sub-advisor

	 
	 
	 

	 
	By:
	/s/ Joe Moroney

	 
	 
	Name:   Joe Moroney

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 

	 
	Avery Point II CLO, Limited,
as a Lender

	 
	 
	 

	 
	BY: Sankaty Advisors, LLC, as Portfolio Manager

	 
	 
	 

	 
	By:
	/s/ Andrew S. Viens

	 
	 
	Name:   Andrew S. Viens

	 
	 
	Title:   Sr. Vice President of Operations

	 
	 
	 

	 
	 
	 

	 
	Avery Point III CLO, Limited,
as a Lender

	 
	 
	 

	 
	BY: Sankaty Advisors, LLC, as Portfolio Manager

	 
	 
	 

	 
	By:
	/s/ Andrew S. Viens

	 
	 
	Name:   Andrew S. Viens

	 
	 
	Title:   Sr. Vice President of Operations

	 
	 
	 

	 
	 
	 





[Signature Page to Second Amendment]








	
			
	 
	Avery Point IV CLO, Limited,
as a Lender

	 
	 
	 

	 
	BY: Sankaty Advisors, LLC, as Portfolio Manager

	 
	 
	 

	 
	By:
	/s/ Andrew S. Viens

	 
	 
	Name:   Andrew S. Viens

	 
	 
	Title:   Sr. Vice President of Operations

	 
	 
	 

	 
	 
	 

	 
	AXA IM Paris S.A. for and on behalf Matignon 
Derivatives Loans,
as a Lender

	 
	 
	 

	 
	By:
	/s/   Theyr Yannick Le Serviget

	 
	 
	Name:     Theyr Yannick Le Serviget

	 
	 
	Title:   Portfolio Manager

	 
	 
	 

	 
	By:
	/s/ Olivier Testard

	 
	 
	Name:   Olivier Testard

	 
	 
	Title:   Senior Analyst

	 
	 
	 

	 
	 
	 

	 
	Bank of America, N.A.,
as a Lender

	 
	 
	 

	 
	By:
	/s/ Gregory Roetting

	 
	 
	Name:   Gregory Roetting

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 

	 
	BMO Harris Financing, Inc.,
as a Lender

	 
	 
	 

	 
	By:
	/s/ Joan Spiotto Murphy

	 
	 
	Name:   Joan Spiotto Murphy

	 
	 
	Title:   Director

	 
	 
	 

	 
	 
	 

	 
	Bank of the West,
as a Lender

	 
	 
	 

	 
	By:
	/s/ Roger Lumley

	 
	 
	Name:   Roger Lumley

	 
	 
	Title:   Director





[Signature Page to Second Amendment]








	
			
	 
	Baptist Health South Florida, Inc.,
as a Lender

	 
	 
	 

	 
	By: Seix Investment Advisors LLC, as Advisor

	 
	 
	 

	 
	By:
	/s/ George Goudelias

	 
	 
	Name:   George Goudelias

	 
	 
	Title:   Managing Director

	 
	 
	 

	 
	 
	 

	 
	BARCLAYS BANK PLC,
as a Lender

	 
	 
	 

	 
	By:
	/s/ John Skrobe

	 
	 
	Name:   John Skrobe

	 
	 
	Title:   Managing Director

	 
	 
	 

	 
	 
	 

	 
	BAWAG P.S.K 
Bank für Arbeit und Wirtschaft und Österreichische 
Postsparkasse Aktiengesellschaft,
as a Lender

	 
	 
	 

	 
	By:
	/s/ Guido Jestädt

	 
	 
	Name:   Dr. Guido Jestädt

	 
	 
	Title:   

	 
	 
	 

	 
	By:
	/s/ Hans Twietmeyer

	 
	 
	Name:   Hans Twietmeyer

	 
	 
	Title:

	 
	 
	 

	 
	 
	 

	 
	Benefit Street Partners CLO IV, Ltd.,
as a Lender

	 
	 
	 

	 
	By:
	/s/ Jamie Smith

	 
	 
	Name:   Jamie Smith

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	BlackRock Bank Loan Strategy Fund of Multi Manager
Global Investment Trust,
as a Lender

	 
	 
	 

	 
	BY: BlackRock Financial Management Inc., Its
Investment Manager

	 
	 
	 

	 
	By:
	/s/ Rob Jacobi

	 
	 
	Name:   Rob Jacobi

	 
	 
	Title:   Authorized Signatory





[Signature Page to Second Amendment]








	
			
	 
	BlackRock Fixed Income Portable Alpha Master Series
Trust,
as a Lender

	 
	 
	 

	 
	BY: BlackRock Financial Management, Inc., its
Investment Advisor

	 
	 
	 

	 
	By:
	/s/ Rob Jacobi

	 
	 
	Name:   Rob Jacobi

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	BlueMountain CLO 2014-1 Ltd,
as a Lender

	 
	 
	 

	 
	By:
	/s/ Meghan Fornshell

	 
	 
	Name:   Meghan Fornshell

	 
	 
	Title:   Operations Analyst

	 
	 
	 

	 
	 
	 

	 
	BlueMountain CLO 2014-2 Ltd,
as a Lender

	 
	 
	 

	 
	By:
	/s/ Meghan Fornshell

	 
	 
	Name:   Meghan Fornshell

	 
	 
	Title:   Operations Analyst

	 
	 
	 

	 
	 
	 

	 
	BlueMountain CLO 2014-3 Ltd.,
as a Lender

	 
	 
	 

	 
	By:
	/s/ Meghan Fornshell

	 
	 
	Name:   Meghan Fornshell

	 
	 
	Title:   Operations Analyst

	 
	 
	 

	 
	 
	 

	 
	BNPP IP CLO2014-II, LLC,
as a Lender

	 
	 
	 

	 
	By:
	/s/ Vanessa Ritter

	 
	 
	Name:   Vanessa Ritter

	 
	 
	Title:   Portfolio Director

	 
	 
	 

	 
	 
	 





[Signature Page to Second Amendment]








	
			
	 
	BOC Pension Investment Fund,
as a Lender

	 
	 
	 

	 
	BY: Invesco Senior Secured Management, Inc. as
Attorney in Fact

	 
	 
	 

	 
	By:
	/s/ Kevin Egan

	 
	 
	Name:   Kevin Egan

	 
	 
	Title:   Authorized Individual

	 
	 
	 

	 
	 
	 

	 
	BOWERY FUNDING ULC,
as a Lender

	 
	 
	 

	 
	By:
	/s/ Mobasharul Islam

	 
	 
	Name:   Mobasharul Islam

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	BRYCE FUNDING,
as a Lender

	 
	 
	 

	 
	By:
	/s/ Mobasharul Islam

	 
	 
	Name:   Mobasharul Islam

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	Canyon Capital CLO 2014-1, Ltd.,
as a Lender

	 
	 
	 

	 
	BY: Canyon Capital Advisors LLC, Its Asset Manager

	 
	 
	 

	 
	By:
	/s/ Jonathan M. Kaplan

	 
	 
	Name:   Jonathan M. Kaplan

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	Canyon Capital CLO 2014-2, Ltd.,
as a Lender

	 
	 
	 

	 
	BY: Canyon Capital Advisors LLC, Its Asset Manager

	 
	 
	 

	 
	By:
	/s/ Jonathan M. Kaplan

	 
	 
	Name:   Jonathan M. Kaplan

	 
	 
	Title:   Authorized Signatory





[Signature Page to Second Amendment]








	
			
	 
	Catamaran CLO 2012-1 Ltd.,
as a Lender

	 
	 
	 

	 
	By: Trimaran Advisors, L.L.C.

	 
	 
	 

	 
	By:
	/s/ Daniel Gilligan

	 
	 
	Name:   Daniel Gilligan

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	Catamaran CLO 2014-1 Ltd.,
as a Lender

	 
	 
	 

	 
	By: Trimaran Advisors, L.L.C.

	 
	 
	 

	 
	By:
	/s/ Daniel Gilligan

	 
	 
	Name:   Daniel Gilligan

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	Catamaran CLO 2014-2 Ltd.,
as a Lender

	 
	 
	 

	 
	By:
	/s/ Daniel Gilligan

	 
	 
	Name:   Daniel Gilligan

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	CAVALRY CLO IV, LTD,
as a Lender

	 
	 
	 

	 
	By: Regiment Capital Management, LLC, 
its Investment Advisor

	 
	 
	 

	 
	By:
	/s/ Robert Gianni

	 
	 
	Name:   Robert Gianni

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	CAVALRY CLO V, LTD,
as a Lender

	 
	 
	 

	 
	By: Regiment Capital Management, LLC, 
its Investment Advisor

	 
	 
	 

	 
	By:
	/s/ Robert Gianni

	 
	 
	Name:   Robert Gianni

	 
	 
	Title:   Authorized Signatory





[Signature Page to Second Amendment]








	
			
	 
	BANKERS LIFE AND CASUALTY COMPANY, as 
a Lender

	 
	 
	 

	 
	By:
	/s/ Jesse E. Horsfall

	 
	 
	Name:   Jesse E. Horsfall

	 
	 
	Title:   SVP, 40186  Advisors

	 
	 
	   Acting as Investment Advisors

	 
	 
	 

	 
	 
	 

	 
	WASHINGTON NATIONAL INSURANCE COMPANY, as a Lender

	 
	 
	 

	 
	By:
	/s/ Jesse E. Horsfall

	 
	 
	Name:   Jesse E. Horsfall

	 
	 
	Title:   SVP, 40186  Advisors

	 
	 
	   Acting as Investment Advisors

	 
	 
	 

	 
	 
	 

	 
	CEDAR CREEK CLO, LTD, as a Lender

	 
	 
	 

	 
	By:
	/s/ Brian S. Higgins

	 
	 
	Name:   Brian S. Higgins

	 
	 
	Title:   SVP, 40186  Advisors

	 
	 
	   Acting as Investment Advisors

	 
	 
	 

	 
	 
	 

	 
	SUGAR CREEK CLO, LTD, as a Lender

	 
	 
	 

	 
	By:
	/s/ Brian S. Higgins

	 
	 
	Name:   Brian S. Higgins

	 
	 
	Title:   SVP, 40186  Advisors

	 
	 
	   Acting as Investment Advisors

	 
	 
	 

	 
	 
	 

	 
	SILVER CREEK CLO, LTD, as a Lender

	 
	 
	 

	 
	By:
	/s/ Brian S. Higgins

	 
	 
	Name:   Brian S. Higgins

	 
	 
	Title:   SVP, 40186  Advisors

	 
	 
	   Acting as Investment Advisors

	 
	 
	 

	 
	 
	 

	 
	Cedar Funding II CLO Ltd,
as a Lender

	 
	 
	 

	 
	BY: AEGON USA Investment Management, LLC

	 
	 
	 

	 
	By:
	/s/ Lisa Baltagi

	 
	 
	Name:   Lisa Baltagi

	 
	 
	Title:   Director





[Signature Page to Second Amendment]








	
			
	 
	Cedar Funding III CLO, Ltd.,
as a Lender

	 
	 
	 

	 
	By: AEGON USA Investment Management, LLC, as its
Portfolio Manager

	 
	 
	 

	 
	By:
	/s/ Lisa Baltagi

	 
	 
	Name:   Lisa Baltagi

	 
	 
	Title:   Director

	 
	 
	 

	 
	 
	 

	 
	Cedar Funding IV CLO, Ltd.,
as a Lender

	 
	 
	 

	 
	By: AEGON USA Investment Management, LLC, as its
Portfolio Manager

	 
	 
	 

	 
	By:
	/s/ Lisa Baltagi

	 
	 
	Name:   Lisa Baltagi

	 
	 
	Title:   Director

	 
	 
	 

	 
	 
	 

	 
	Cedar Funding Ltd.,
as a Lender

	 
	 
	 

	 
	BY: AEGON USA Investment Management, LLC

	 
	 
	 

	 
	By:
	/s/ Lisa Baltagi

	 
	 
	Name:   Lisa Baltagi

	 
	 
	Title:   Director

	 
	 
	 

	 
	 
	 

	 
	CFIP CLO 2013-1, Ltd.,
as a Lender

	 
	 
	 

	 
	By: Chicago Fundamental Investment Partners, LLC, as 
Collateral Manager

	 
	 
	 

	 
	By:
	/s/ Peter Gruszka

	 
	 
	Name:   Peter Gruszka

	 
	 
	Title:   Director-Structured Products

	 
	 
	 

	 
	 
	 

	 
	CFIP CLO 2014-1, Ltd.,
as a Lender

	 
	 
	 

	 
	By: Chicago Fundamental Investment Partners, LLC, as 
Collateral Manager

	 
	 
	 

	 
	By:
	/s/ Peter Gruszka

	 
	 
	Name:   Peter Gruszka

	 
	 
	Title:   Director-Structured Products





[Signature Page to Second Amendment]






	
			
	 
	[CIT] Finance, LLC, 
as a Lender

	 
	 
	 

	 
	By:
	/s/ Chris Mongeluzzi

	 
	 
	Name:   Chris Mongeluzzi

	 
	 
	Title:   Director

	 
	 
	 

	 
	 
	 

	 
	Citibank, N.A, 
as a Lender

	 
	 
	 

	 
	By:
	/s/ Brian S. Broyles

	 
	 
	Name:   Brian S. Broyles

	 
	 
	Title:   Attorney-in-Fact

	 
	 
	 

	 
	 
	 

	 
	City National Rochdale Funds - Fixed Income
Opportunities Fund,
as a Lender

	 
	 
	 

	 
	By: Seix Investment Advisors LLC, as Subadviser

	 
	 
	 

	 
	By:
	/s/ George Goudelias

	 
	 
	Name:   George Goudelias

	 
	 
	Title:   Managing Director

	 
	 
	 

	 
	 
	 

	 
	CLC Leveraged Loan Trust,
as a Lender

	 
	 
	 

	 
	By: Challenger Life Nominees PTY Limited as Trustee

	 
	 

	 
	By: Guggenheim Partners Investment Management,
LLC as Manager

	 
	 
	 

	 
	By:
	/s/ Kaitlin Trinh

	 
	 
	Name:   Kaitlin Trinh

	 
	 
	Title:   Managing Director

	 
	 
	 

	 
	 
	 

	 
	COA Summit CLO Ltd,
as a Lender

	 
	 
	 

	 
	BY: 3i Debt Management US, LLC, as its Collateral
Manager

	 
	 
	 

	 
	By:
	/s/ David Nadeau

	 
	 
	Name:   David Nadeau

	 
	 
	Title:   Partner

	 
	 
	 

	 
	 
	 





[Signature Page to Second Amendment]








	
			
	 
	Coastal States Bank, 
as a Lender

	 
	 
	 

	 
	By:
	/s/ Brad Langs

	 
	 
	Name:   Brad Langs

	 
	 
	Title:   Chief Risk Officer

	 
	 
	 

	 
	 
	 

	 
	CoBank, ACB, 
as a Lender

	 
	 
	 

	 
	By:
	/s/ Hal Nelson

	 
	 
	Name:   Hal Nelson

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 

	 
	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 Botthof

	 
	 
	Name:   Michael Botthof

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 

	 
	Consumer Program Administrators, Inc,
as a Lender

	 
	 
	 

	 
	By: BlackRock Financial Management, Inc. its
Investment Manager

	 
	 
	 

	 
	By:
	/s/ Rob Jacobi

	 
	 
	Name:   Rob Jacobi

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 

	 
	COÖPERATIEVE CENTRALE RAIFFEISEN 
BOERENLEENBANK B.A. “RABOBANK 
NEDERLAND” NEW YORK BRANCH, 
as a Lender

	 
	 
	 

	 
	By:
	/s/ Brad Peterson

	 
	 
	Name:   Brad Peterson

	 
	 
	Title:   Executive Director

	 
	 
	 

	 
	By:
	/s/ Erin Thomas-Walker

	 
	 
	Name:   Erin Thomas-Walker

	 
	 
	Title:   Vice President





[Signature Page to Second Amendment]








	
			
	 
	CORNERSTONE FUNDING LLC,
as a Lender

	 
	 
	 

	 
	By:
	/s/ Mobasharul Islam

	 
	 
	Name:   Mobasharul Islam

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	Covenant Credit Partners CLO I, Ltd., 
as a Lender

	 
	 
	 

	 
	By:
	/s/ Andrew Chung

	 
	 
	Name:   Andrew Chung

	 
	 
	Title:   MD

	 
	 
	 

	 
	 
	 

	 
	Crédit Industriel et Commercial, 
as a Lender

	 
	 
	 

	 
	By:
	/s/ Clifford Abramsky

	 
	 
	Name:   Clifford Abramsky

	 
	 
	Title:   Managing Director

	 
	 
	 

	 
	By:
	/s/ Garry Weiss

	 
	 
	Name:   Garry Weiss

	 
	 
	Title:   Managing Director

	 
	 
	 

	 
	 
	 

	 
	CREDIT SUISSE AG, CAYMAN ISLANDS 
BRANCH, 
as a Lender

	 
	 
	 

	 
	By:
	/s/ Christopher Day

	 
	 
	Name:   Christopher Day

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	By:
	/s/ Karim Rahimtoola

	 
	 
	Name:   Karim Rahimtoola

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	Credit Suisse Loan Funding LLC, 
as a Lender

	 
	 
	 

	 
	By:
	/s/ Michael Wotanowski

	 
	 
	Name:   Michael Wotanowski

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 





[Signature Page to Second Amendment]








	
			
	 
	CSAA Insurance Exchange,
as a Lender

	 
	 
	 

	 
	By: Oaktree Capital Management, L.P. 
Its: Investment Manager

	 
	 
	 

	 
	By:
	/s/ Armen Panossian

	 
	 
	Name:   Armen Panossian

	 
	 
	Title:   Managing Director

	 
	 
	 

	 
	By:
	/s/ William Wang

	 
	 
	Name:   William Wang

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 

	 
	DENALI CAPITAL CLO X, LTD.,
as a Lender

	 
	 
	 

	 
	BY: DC Funding Partners LLC, portfolio manager (or as
applicable collateral manager) for 
 
DENALI CAPITAL CLO X, LTD.

	 
	 
	 

	 
	By:
	/s/ John Thacker

	 
	 
	Name:   John Thacker

	 
	 
	Title:   Chief Credit Officer

	 
	 
	 

	 
	 
	 

	 
	East West Bank,
as a Lender

	 
	 
	 

	 
	By:
	/s/ Martin Kim

	 
	 
	Name:   Martin Kim

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 

	 
	Eaton Vance CLO 2013-1 LTD.,
as a Lender

	 
	 
	 

	 
	BY: Eaton Vance Management 
Portfolio Manager

	 
	 
	 

	 
	By:
	/s/ Michael Botthof

	 
	 
	Name:   Michael Botthof

	 
	 
	Title:   Vice President





[Signature Page to Second Amendment]








	
			
	 
	Eaton Vance Floating-Rate Income Trust,
as a Lender

	 
	 
	 

	 
	BY: Eaton Vance Management as Investment Advisor

	 
	 
	 

	 
	By:
	/s/ Michael Botthof

	 
	 
	Name:   Michael Botthof

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 

	 
	Eaton Vance Institutional Senior Loan Fund,
as a Lender

	 
	 
	 

	 
	BY: Eaton Vance Management as Investment Advisor

	 
	 
	 

	 
	By:
	/s/ Michael Botthof

	 
	 
	Name:   Michael Botthof

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 

	 
	Eaton Vance Limited Duration Income Fund,
as a Lender

	 
	 
	 

	 
	BY: Eaton Vance Management as Investment Advisor

	 
	 
	 

	 
	By:
	/s/ Michael Botthof

	 
	 
	Name:   Michael Botthof

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 

	 
	Eaton Vance Senior Floating-Rate Trust,
as a Lender

	 
	 
	 

	 
	BY: Eaton Vance Management as Investment Advisor

	 
	 
	 

	 
	By:
	/s/ Michael Botthof

	 
	 
	Name:   Michael Botthof

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 

	 
	Eaton Vance Senior Income Trust,
as a Lender

	 
	 
	 

	 
	BY: Eaton Vance Management as Investment Advisor

	 
	 
	 

	 
	By:
	/s/ Michael Botthof

	 
	 
	Name:   Michael Botthof

	 
	 
	Title:   Vice President





[Signature Page to Second Amendment]








	
			
	 
	Eaton Vance Short Duration Diversified Income Fund,
as a Lender

	 
	 
	 

	 
	BY: Eaton Vance Management as Investment Advisor

	 
	 
	 

	 
	By:
	/s/ Michael Botthof

	 
	 
	Name:   Michael Botthof

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 

	 
	ECP CLO 2013-5, LTD,
as a Lender

	 
	 
	 

	 
	BY: Silvermine Capital Management

	 
	 
	 

	 
	By:
	/s/ Aaron Meyer

	 
	 
	Name:   Aaron Meyer

	 
	 
	Title:   Principal

	 
	 
	 

	 
	 
	 

	 
	Elm CLO 2014-1, Ltd., 
as a Lender

	 
	 
	 

	 
	By:
	/s/ John C. Kelty

	 
	 
	Name:   John C. Kelty

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	Regence Bluecross Blueshield of Oregon

	 
	By:
	Pacific Investment Management Company, LLC 
as its Investment Advisor

	 
	 
	 

	 
	By:
	/s/ Arthur Y.D. Ong

	 
	 
	Name:   Arthur Y.D. Ong

	 
	 
	Title:   Executive Vice President

	 
	 
	 

	 
	 
	 

	 
	Regence Blueshield of Idaho

	 
	By:
	Pacific Investment Management Company, LLC 
as its Investment Advisor

	 
	 
	 

	 
	By:
	/s/ Arthur Y.D. Ong

	 
	 
	Name:   Arthur Y.D. Ong

	 
	 
	Title:   Executive Vice President

	 
	 
	 

	 
	 
	 





[Signature Page to Second Amendment]








	
			
	 
	Regence Blueshield

	 
	By:
	Pacific Investment Management Company, LLC 
as its Investment Advisor

	 
	 
	 

	 
	By:
	/s/ Arthur Y.D. Ong

	 
	 
	Name:   Arthur Y.D. Ong

	 
	 
	Title:   Executive Vice President

	 
	 
	 

	 
	 
	 

	 
	Regence Bluecross Blueshield of Utah

	 
	By:
	Pacific Investment Management Company, LLC 
as its Investment Advisor

	 
	 
	 

	 
	By:
	/s/ Arthur Y.D. Ong

	 
	 
	Name:   Arthur Y.D. Ong

	 
	 
	Title:   Executive Vice President

	 
	 
	 

	 
	 
	 

	 
	PIMCO Funds Global Investors Series plc: Income Fund

	 
	By:
	Pacific Investment Management Company, LLC 
as its Investment Advisor

	 
	 
	 

	 
	By:
	/s/ Arthur Y.D. Ong

	 
	 
	Name:   Arthur Y.D. Ong

	 
	 
	Title:   Executive Vice President

	 
	 
	 

	 
	 
	 

	 
	PIMCO Cayman Trust: PIMCO Cayman Bank Loan Fund

	 
	By:
	Pacific Investment Management Company, LLC 
as its Investment Advisor

	 
	 
	 

	 
	By:
	/s/ Arthur Y.D. Ong

	 
	 
	Name:   Arthur Y.D. Ong

	 
	 
	Title:   Executive Vice President

	 
	 
	 

	 
	 
	 

	 
	PIMCO Funds: Private Account Portfolio Series: 
PIMCO Senior Floating Rate Portfolio

	 
	By:
	Pacific Investment Management Company, LLC 
as its Investment Advisor

	 
	 
	 

	 
	By:
	/s/ Arthur Y.D. Ong

	 
	 
	Name:   Arthur Y.D. Ong

	 
	 
	Title:   Executive Vice President

	 
	 
	 

	 
	 
	 





[Signature Page to Second Amendment]








	
			
	 
	PIMCO Funds: Senior Floating Rate Fund

	 
	By:
	Pacific Investment Management Company, LLC 
as its Investment Advisor

	 
	 
	 

	 
	By:
	/s/ Arthur Y.D. Ong

	 
	 
	Name:   Arthur Y.D. Ong

	 
	 
	Title:   Executive Vice President

	 
	 
	 

	 
	 
	 

	 
	Employees’ Retirement System of the State of Rhode Island

	 
	By:
	Pacific Investment Management Company, LLC 
as its Investment Advisor

	 
	 
	 

	 
	By:
	/s/ Arthur Y.D. Ong

	 
	 
	Name:   Arthur Y.D. Ong

	 
	 
	Title:   Executive Vice President

	 
	 
	 

	 
	 
	 

	 
	A Series Trust of Multi Manager Global Investment Trust – PIMCO Cayman Bank Loan Libor Plus Fund JPY Hedge

	 
	By:
	Pacific Investment Management Company, LLC 
as its Investment Advisor

	 
	 
	 

	 
	By:
	/s/ Arthur Y.D. Ong

	 
	 
	Name:   Arthur Y.D. Ong

	 
	 
	Title:   Executive Vice President

	 
	 
	 

	 
	 
	 

	 
	PIMCO Bermuda Trust II: PIMCO Bermuda Bank Loan Fund (M)

	 
	By:
	Pacific Investment Management Company, LLC 
as its Investment Advisor

	 
	 
	 

	 
	By:
	/s/ Arthur Y.D. Ong

	 
	 
	Name:   Arthur Y.D. Ong

	 
	 
	Title:   Executive Vice President

	 
	 
	 

	 
	 
	 

	 
	PIMCO Funds Ireland plc: PIMCO Senior Loan Fund

	 
	By:
	Pacific Investment Management Company, LLC 
as its Investment Advisor

	 
	 
	 

	 
	By:
	/s/ Arthur Y.D. Ong

	 
	 
	Name:   Arthur Y.D. Ong

	 
	 
	Title:   Executive Vice President

	 
	 
	 

	 
	 
	 





[Signature Page to Second Amendment]








	
			
	 
	eSure - Insurance Limited,
as a Lender

	 
	 
	 

	 
	By:
	/s/ Carrie Barrera

	 
	 
	Name:   Carrie Barrera

	 
	 
	Title:   Closer

	 
	 
	 

	 
	 
	 

	 
	Falcon Senior Loan Fund Ltd.,
as a Lender

	 
	 
	 

	 
	BY: Apollo Fund Management LLC 
As Its Investment Manager

	 
	 
	 

	 
	By:
	/s/ Joe Moroney

	 
	 
	Name:   Joe Moroney

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 

	 
	Farm Credit Bank of Texas, 
as a Lender

	 
	 
	 

	 
	By:
	/s/ Luis M. H. Requejo

	 
	 
	Name:   Luis M. H. Requejo

	 
	 
	Title:   Director Capital Markets

	 
	 
	 

	 
	 
	 

	 
	Ballyrock CLO 2013-1 Limited

	 
	 
	 

	 
	By:  Ballyrock Investment Advisors LLC, as Collateral  
Manager, 
as a Lender

	 
	 
	 

	 
	By:
	/s/ Lisa Rymut

	 
	 
	Name:   Lisa Rymut

	 
	 
	Title:   Assistant Treasurer

	 
	 
	 

	 
	 
	 

	 
	Ballyrock CLO 2014-1 Limited

	 
	 
	 

	 
	By:  Ballyrock Investment Advisors LLC, as Collateral  
Manager, 
as a Lender

	 
	 
	 

	 
	By:
	/s/ Lisa Rymut

	 
	 
	Name:   Lisa Rymut

	 
	 
	Title:   Assistant Treasurer

	 
	 
	 

	 
	 
	 





[Signature Page to Second Amendment]








	
			
	 
	Fidelity Floating Rate High Income Fund

	 
	 
	 

	 
	for Fidelity Investments Canada ULC as Trustee of 
Fidelity Floating Rate High Income Fund, 
as a Lender

	 
	 
	 

	 
	By:
	/s/ Stacie M. Smith

	 
	 
	Name:   Stacie M.Smith

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	Fidelity Income Fund: Fidelity Total Bond Fund, 
as a Lender

	 
	 
	 

	 
	By:
	/s/ Stacie M. Smith

	 
	 
	Name:   Stacie M.Smith

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	Fidelity Central Investment Portfolios LLC: Fidelity 
Floating Rate Central Fund, 
as a Lender

	 
	 
	 

	 
	By:
	/s/ Stacie M. Smith

	 
	 
	Name:   Stacie M.Smith

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	Fidelity Summer Street Trust: Fidelity Series Floating 
Rate High Income Fund, 
as a Lender

	 
	 
	 

	 
	By:
	/s/ Stacie M. Smith

	 
	 
	Name:   Stacie M.Smith

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	Fidelity Advisor Series I: Fidelity Advisor Floating 
Rate High Income Fund, 
as a Lender

	 
	 
	 

	 
	By:
	/s/ Stacie M. Smith

	 
	 
	Name:   Stacie M.Smith

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 





[Signature Page to Second Amendment]








	
			
	 
	Pyramis Leveraged Loan LP

	 
	 
	 

	 
	By:  Pyramis Global Advisors LLC as Investment Manager, 
as a Lender

	 
	 
	 

	 
	By:
	/s/ Douglas Payne

	 
	 
	Name:   Douglas Payne

	 
	 
	Title:   VP Treasury

	 
	 
	 

	 
	 
	 

	 
	Advanced Series Trust-AST FI Pyramis Quantitative  
Portfolio

	 
	 
	 

	 
	By:  Pyramis Global Advisors LLC as Investment Manager, 
as a Lender

	 
	 
	 

	 
	By:
	/s/ Douglas Payne

	 
	 
	Name:   Douglas Payne

	 
	 
	Title:   VP Treasury

	 
	 
	 

	 
	 
	 

	 
	Pyramis Floating Rate High Income Commingled Pool

	 
	 
	 

	 
	By:  Pyramis Global Advisors Trust Company as Trustee, 
as a Lender

	 
	 
	 

	 
	By:
	/s/ Douglas Payne

	 
	 
	Name:   Douglas Payne

	 
	 
	Title:   VP Treasury

	 
	 
	 

	 
	 
	 

	 
	Variable Insurance Products Fund: Floating Rate High Income Portfolio, 
as a Lender

	 
	 
	 

	 
	By:
	/s/ Stacie M. Smith

	 
	 
	Name:   Stacie M.Smith

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 





[Signature Page to Second Amendment]








	
			
	 
	Figueroa CLO 2013-1, Ltd.,
as a Lender

	 
	 
	 

	 
	BY: TCW Asset Management Company as Investment
Manager

	 
	 
	 

	 
	By:
	/s/ Bibi Khan

	 
	 
	Name:   Bibi Khan

	 
	 
	Title:   Managing Director

	 
	 
	 

	 
	By:
	/s/ Nora Olan

	 
	 
	Name:   Nora Olan

	 
	 
	Title:   Senior Vice President

	 
	 
	 

	 
	 
	 

	 
	FIGUEROA CLO 2013-2, LTD,
as a Lender

	 
	 
	 

	 
	BY: TCW Asset Management Company as Investment
Manager

	 
	 
	 

	 
	By:
	/s/ Bibi Khan

	 
	 
	Name:   Bibi Khan

	 
	 
	Title:   Managing Director

	 
	 
	 

	 
	By:
	/s/ Nora Olan

	 
	 
	Name:   Nora Olan

	 
	 
	Title:   Senior Vice President

	 
	 
	 

	 
	 
	 

	 
	Flagship VII Limited,
as a Lender

	 
	 
	 

	 
	BY: Deutsche Investment Management Americas Inc. , 
As Investment Manager

	 
	 
	 

	 
	By:
	/s/ Eric Meyer

	 
	 
	Name:   Eric Meyer

	 
	 
	Title:   Portfolio Manager

	 
	 
	 

	 
	By:
	/s/ Colleen Cunniffe

	 
	 
	Name:   Colleen Cunniffe

	 
	 
	Title:   Head of High Yield and Leverage Loan Research

	 
	 
	 

	 
	 
	 





[Signature Page to Second Amendment]








	
			
	 
	Fortress Credit BSL II Limited,
as a Lender

	 
	 
	 

	 
	BY: FC BSL II CM LLC, its collateral manager

	 
	 
	 

	 
	By:
	/s/ Jason Meyer

	 
	 
	Name:   Jason Meyer

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	Muir Woods CLO, Ltd., as a Lender

	 
	 
	 

	 
	By:
	/s/ David Ardini

	 
	 
	Name:   DAVID ARDINI

	 
	 
	Title:    FRANKLIN ADVISORS , INC. AS COLLATERAL MANAGER 
VICE PRESIDENT

	 
	 
	 

	 
	 
	 

	 
	Franklin Templeton Series II Funds – Franklin Floating Rate II Fund, as a Lender

	 
	 
	 

	 
	By:
	/s/ Madeline Lam

	 
	 
	Name:   Madeline Lam

	 
	 
	Title:    Asst. Vice President

	 
	 
	 

	 
	 
	 

	 
	Franklin Floating Rate Master Trust  – Franklin Floating Rate Master Series, as a Lender

	 
	 
	 

	 
	By:
	/s/ Madeline Lam

	 
	 
	Name:   Madeline Lam

	 
	 
	Title:    Asst. Vice President

	 
	 
	 

	 
	 
	 

	 
	Franklin Limited Duration Income Trust (FKA Franklin Templeton Limited Duration Income Trust), as a Lender

	 
	 
	 

	 
	By:
	/s/ Madeline Lam

	 
	 
	Name:   Madeline Lam

	 
	 
	Title:    Asst. Vice President

	 
	 
	 

	 
	 
	 

	 
	Franklin Investors Securities Trust – Franklin Floating Rate Daily Access Fund, as a Lender

	 
	 
	 

	 
	By:
	/s/ Madeline Lam

	 
	 
	Name:   MADELINE LAM

	 
	 
	Title:   VICE PRESIDENT





[Signature Page to Second Amendment]








	
			
	 
	Franklin Templeton Series II Funds – Franklin Upper Tier Floating Rate Fund, as a Lender

	 
	 
	 

	 
	By:
	/s/ Hague Van Dillen

	 
	 
	Name:   Hague Van Dillen

	 
	 
	Title:   Authorized Signer

	 
	 
	 

	 
	 
	 

	 
	Fraser Sullivan CLO VII Ltd.,
as a Lender

	 
	 
	 

	 
	By: 3i Debt Management US, LLC as Manager

	 
	 
	 

	 
	By:
	/s/ David Nadeau

	 
	 
	Name:   David Nadeau

	 
	 
	Title:   Partner

	 
	 
	 

	 
	 
	 

	 
	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

	 
	 
	 

	 
	 
	 

	 
	Galaxy XI CLO, Ltd.,
as a Lender

	 
	 
	 

	 
	BY: PineBridge Investments LLC As Collateral
Manager

	 
	 
	 

	 
	By:
	/s/ Steven Oh

	 
	 
	Name:   Steven Oh

	 
	 
	Title:   Managing Director

	 
	 
	 

	 
	 
	 

	 
	Galaxy XII CLO, Ltd.,
as a Lender

	 
	 
	 

	 
	BY: PineBridge Investments LLC As Collateral
Manager

	 
	 
	 

	 
	By:
	/s/ Steven Oh

	 
	 
	Name:   Steven Oh

	 
	 
	Title:   Managing Director

	 
	 
	 





[Signature Page to Second Amendment]






	
			
	 
	 
	 

	 
	Galaxy XIV CLO, Ltd.,
as a Lender

	 
	 
	 

	 
	BY: PineBridge Investments LLC As Collateral
Manager

	 
	 
	 

	 
	By:
	/s/ Steven Oh

	 
	 
	Name:   Steven Oh

	 
	 
	Title:   Managing Director

	 
	 
	 

	 
	 
	 

	 
	Galaxy XV CLO, Ltd.,
as a Lender

	 
	 
	 

	 
	BY: PineBridge Investments LLC As Collateral
Manager

	 
	 
	 

	 
	By:
	/s/ Steven Oh

	 
	 
	Name:   Steven Oh

	 
	 
	Title:   Managing Director

	 
	 
	 

	 
	 
	 

	 
	Galaxy XVI CLO, Ltd.,
as a Lender

	 
	 
	 

	 
	BY: Pinebridge Investments LLC As Collateral
Manager

	 
	 
	 

	 
	By:
	/s/ Steven Oh

	 
	 
	Name:   Steven Oh

	 
	 
	Title:   Managing Director

	 
	 
	 

	 
	 
	 

	 
	Metropolitan Life Insurance Company, 
as a Lender

	 
	 
	 

	 
	By:
	/s/ Matt McInerny

	 
	 
	Name:   Matt McInerny

	 
	 
	Title:   Managing Director

	 
	 
	 

	 
	 
	 

	 
	Great American Life Insurance Company, 
as a Lender

	 
	 
	 

	 
	By:
	/s/ Matt McInerny

	 
	 
	Name:   Matt McInerny

	 
	 
	Title:   Managing Director





[Signature Page to Second Amendment]








	
			
	 
	Metropolitan Tower Life Insurance Company, 
as a Lender

	 
	 
	 

	 
	By:
	/s/ Matt McInerny

	 
	 
	Name:   Matt McInerny

	 
	 
	Title:   Managing Director

	 
	 
	 

	 
	 
	 

	 
	Global Credit Return Fund N.V., in relation to the Series 2009-01 Notes, 
as a Lender

	 
	 
	 

	 
	By:
	/s/ Dennis Tian

	 
	 
	Name:   Dennis Tian

	 
	 
	Title:   Portfolio Manager

	 
	 
	 

	 
	By:
	/s/ Javier Peres Diaz

	 
	 
	Name:   Javier Peres Diaz

	 
	 
	Title:   Portfolio Manager

	 
	 
	 

	 
	 
	 

	 
	GOLDMAN SACHS BANK USA, 
as a Lender

	 
	 
	 

	 
	By:
	/s/ Michelle Latzoni

	 
	 
	Name:   Michelle Latzoni

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	Google Inc.,
as a Lender

	 
	 
	 

	 
	BY: Eaton Vance Management as Investment Advisor

	 
	 
	 

	 
	By:
	/s/ Michael Botthof

	 
	 
	Name:   Michael Botthof

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 

	 
	Guggenheim Build America Bonds Managed Duration
Trust,
as a Lender

	 
	 
	 

	 
	BY: Guggenheim Partners Investment Management,
LLC

	 
	 
	 

	 
	By:
	/s/ Kaitlin Trinh

	 
	 
	Name:   Kaitlin Trinh

	 
	 
	Title:   Managing Director

	 
	 
	 







[Signature Page to Second Amendment]








	
			
	 
	Halcyon Loan Advisors Funding 2012-2, Ltd.,
as a Lender

	 
	 
	 

	 
	BY: Halcyon Loan Advisors 2012-2 LLC as collateral
manager

	 
	 
	 

	 
	By:
	/s/ David Martino

	 
	 
	Name:   David Martino

	 
	 
	Title:   Controller

	 
	 
	 

	 
	 
	 

	 
	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

	 
	 
	 

	 
	 
	 

	 
	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

	 
	 
	 

	 
	 
	 

	 
	Highbridge Loan Management 2012-1, Ltd.,
as a Lender

	 
	 
	 

	 
	By: Highbridge Principal Strategies LLC, its Investment
Manager

	 
	 
	 

	 
	By:
	/s/ Jamie Donsky

	 
	 
	Name:   Jamie Donsky

	 
	 
	Title:   Senior Vice President

	 
	 
	 







[Signature Page to Second Amendment]








	
			
	 
	Highbridge Loan Management 2013-2, Ltd.,
as a Lender

	 
	 
	 

	 
	By: Highbridge Principal Strategies LLC, Its Investment
Manager

	 
	 
	 

	 
	By:
	/s/ Jamie Donsky

	 
	 
	Name:   Jamie Donsky

	 
	 
	Title:   Senior Vice President

	 
	 
	 

	 
	 
	 

	 
	Highbridge Loan Management 3-2014 Ltd.,
as a Lender

	 
	 
	 

	 
	By: Highbridge Principal Strategies LLC, its Investment
Manager

	 
	 
	 

	 
	By:
	/s/ Jamie Donsky

	 
	 
	Name:   Jamie Donsky

	 
	 
	Title:   Senior Vice President

	 
	 
	 

	 
	 
	 

	 
	Highbridge Loan Management 4-2014, Ltd.,
as a Lender

	 
	 
	 

	 
	By: Highbridge Principal Strategies, LLC, Its Investment
Manager

	 
	 
	 

	 
	By:
	/s/ Jamie Donsky

	 
	 
	Name:   Jamie Donsky

	 
	 
	Title:   Senior Vice President

	 
	 
	 

	 
	 
	 

	 
	Highbridge Loan Management 5-2015, Ltd.,
as a Lender

	 
	 
	 

	 
	By: Highbridge Principal Strategies, LLC, Its Investment
Manager

	 
	 
	 

	 
	By:
	/s/ Jamie Donsky

	 
	 
	Name:   Jamie Donsky

	 
	 
	Title:   Senior Vice President

	 
	 
	 

	 
	 
	 

	 
	Honeywell International Inc Master Retirement Trust, 
as a Lender

	 
	 
	 

	 
	By:
	/s/ Kathleen News

	 
	 
	Name:   Kathleen News

	 
	 
	Title:   Sr. Portfolio Manager

	 
	 
	 





[Signature Page to Second Amendment]








	
			
	 
	HORIZONS ACTIVE FLOATING RATE SENIOR
LOAN ETF,
as a Lender

	 
	 
	 

	 
	Diane Favreau 
Managing Director, AlphaCredit

	 
	 
	 

	 
	By:
	/s/ Diane Favreau

	 
	 
	Name:   Diane Favreau

	 
	 
	Title:   Managing Director

	 
	 
	 

	 
	 
	 

	 
	Houston Casualty Company,
as a Lender

	 
	 
	 

	 
	BY: BlackRock Investment Management, LLC, its
Investment Manager

	 
	 
	 

	 
	By:
	/s/ Rob Jacobi

	 
	 
	Name:   Rob Jacobi

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	IAM National Pension Fund,
as a Lender

	 
	 
	 

	 
	By: Guggenheim Partners Investment Management,
LLC as Adviser

	 
	 
	 

	 
	By:
	/s/ Kaitlin Trinh

	 
	 
	Name:   Kaitlin Trinh

	 
	 
	Title:   Managing Director

	 
	 
	 

	 
	 
	 

	 
	ATLAS SENIOR LOAN FUND, LTD. 
By: Crescent Capital Group LP, its advisor

	 
	 
	 

	 
	By:
	/s/ Brian McKeon

	 
	 
	Name:   Brian McKeon

	 
	 
	Title:   Assistant Vice President

	 
	 
	 

	 
	By:
	/s/ Kimberly Frazier

	 
	 
	Name:   Kimberly Frazier

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 





[Signature Page to Second Amendment]








	
			
	 
	ATLAS SENIOR LOAN FUND II, LTD. 
By: Crescent Capital Group LP, its advisor

	 
	 
	 

	 
	By:
	/s/ Brian McKeon

	 
	 
	Name:   Brian McKeon

	 
	 
	Title:   Assistant Vice President

	 
	 
	 

	 
	By:
	/s/ Kimberly Frazier

	 
	 
	Name:   Kimberly Frazier

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 

	 
	ATLAS SENIOR LOAN FUND III, LTD. 
By: Crescent Capital Group LP, its advisor

	 
	 
	 

	 
	By:
	/s/ Brian McKeon

	 
	 
	Name:   Brian McKeon

	 
	 
	Title:   Assistant Vice President

	 
	 
	 

	 
	By:
	/s/ Kimberly Frazier

	 
	 
	Name:   Kimberly Frazier

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 

	 
	ATLAS SENIOR LOAN FUND IV, LTD. 
By: Crescent Capital Group LP, its advisor

	 
	 
	 

	 
	By:
	/s/ Brian McKeon

	 
	 
	Name:   Brian McKeon

	 
	 
	Title:   Assistant Vice President

	 
	 
	 

	 
	By:
	/s/ Kimberly Frazier

	 
	 
	Name:   Kimberly Frazier

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 

	 
	ATLAS SENIOR LOAN FUND V, LTD. 
By: Crescent Capital Group LP, its advisor

	 
	 
	 

	 
	By:
	/s/ Brian McKeon

	 
	 
	Name:   Brian McKeon

	 
	 
	Title:   Assistant Vice President

	 
	 
	 

	 
	By:
	/s/ Kimberly Frazier

	 
	 
	Name:   Kimberly Frazier

	 
	 
	Title:   Vice President

	 
	 
	 







[Signature Page to Second Amendment]








	
			
	 
	ATLAS SENIOR LOAN FUND VI, LTD. 
By: Crescent Capital Group LP, its advisor

	 
	 
	 

	 
	By:
	/s/ Brian McKeon

	 
	 
	Name:   Brian McKeon

	 
	 
	Title:   Assistant Vice President

	 
	 
	 

	 
	By:
	/s/ Kimberly Frazier

	 
	 
	Name:   Kimberly Frazier

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 

	 
	ATLAS SENIOR LOAN FUND VII, LTD. 
By: Crescent Capital Group LP, its advisor

	 
	 
	 

	 
	By:
	/s/ Brian McKeon

	 
	 
	Name:   Brian McKeon

	 
	 
	Title:   Assistant Vice President

	 
	 
	 

	 
	By:
	/s/ Kimberly Frazier

	 
	 
	Name:   Kimberly Frazier

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 

	 
	CRESCENT LONG/SHORT CREDIT OPPORTUNITY, L.P. 
By: Crescent Capital Group LP, its sub-advisor

	 
	 
	 

	 
	By:
	/s/ Brian McKeon

	 
	 
	Name:   Brian McKeon

	 
	 
	Title:   Assistant Vice President

	 
	 
	 

	 
	By:
	/s/ Kimberly Frazier

	 
	 
	Name:   Kimberly Frazier

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 

	 
	ILLINOIS STATE BOARD OF INVESTMENT 
By: Crescent Capital Group LP, its sub-advisor

	 
	 
	 

	 
	By:
	/s/ Brian McKeon

	 
	 
	Name:   Brian McKeon

	 
	 
	Title:   Assistant Vice President

	 
	 
	 

	 
	By:
	/s/ Kimberly Frazier

	 
	 
	Name:   Kimberly Frazier

	 
	 
	Title:   Vice President

	 
	 
	 







[Signature Page to Second Amendment]








	
			
	 
	Invesco Bank Loan Fund A Series Trust of Multi
Manager Global Investment Trust,
as a Lender

	 
	 
	 

	 
	By: Invesco Senior Secured Management, Inc. as
Investment Manager

	 
	 
	 

	 
	By:
	/s/ Kevin Egan

	 
	 
	Name:   Kevin Egan

	 
	 
	Title:   Authorized Individual

	 
	 
	 

	 
	 
	 

	 
	Invesco BL Fund, Ltd.,
as a Lender

	 
	 
	 

	 
	By: Invesco Management S.A. As Investment Manager

	 
	 
	 

	 
	By:
	/s/ Kevin Egan

	 
	 
	Name:   Kevin Egan

	 
	 
	Title:   Authorized Individual

	 
	 
	 

	 
	 
	 

	 
	Ironshore Inc.,
as a Lender

	 
	 
	 

	 
	BY: BlackRock Financial Management, Inc., its
Investment Advisor

	 
	 
	 

	 
	By:
	/s/ Rob Jacobi

	 
	 
	Name:   Rob Jacobi

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	Jamestown CLO I Ltd.,
as a Lender

	 
	 
	 

	 
	By: 3i Debt Management US, LLC as Manager

	 
	 
	 

	 
	By:
	/s/ David Nadeau

	 
	 
	Name:   David Nadeau

	 
	 
	Title:   Partner

	 
	 
	 

	 
	 
	 

	 
	Jamestown CLO II Ltd.,
as a Lender

	 
	 
	 

	 
	By: 3i Debt Management US, LLC as Manager

	 
	 
	 

	 
	By:
	/s/ David Nadeau

	 
	 
	Name:   David Nadeau

	 
	 
	Title:   Partner





[Signature Page to Second Amendment]








	
			
	 
	Jamestown CLO III Ltd.,
as a Lender

	 
	 
	 

	 
	BY: 3i Debt Management U.S. LLC, as Portfolio
Manager

	 
	 
	 

	 
	By:
	/s/ David Nadeau

	 
	 
	Name:   David Nadeau

	 
	 
	Title:   Partner

	 
	 
	 

	 
	 
	 

	 
	Jamestown CLO IV Ltd.,
as a Lender

	 
	 
	 

	 
	BY: 3i Debt Management U.S. LLC, as Portfolio
Manager

	 
	 
	 

	 
	By:
	/s/ David Nadeau

	 
	 
	Name:   David Nadeau

	 
	 
	Title:   Partner

	 
	 
	 

	 
	 
	 

	 
	JNL/Neuberger Berman Strategic Income Fund,
as a Lender

	 
	 
	 

	 
	By:
	/s/ Colin Donlan

	 
	 
	Name:   Colin Donlan

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

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

	 
	 
	 

	 
	By:
	/s/ Brendan Korb

	 
	 
	Name:   Brendan Korb

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 

	 
	J.P. Morgan Whitefriars Inc.,
as a Lender

	 
	 
	 

	 
	By:
	/s/ Virginia R. Conway

	 
	 
	Name:   Virginia R. Conway

	 
	 
	Title:   Attorney-in-Fact

	 
	 
	 







[Signature Page to Second Amendment]








	
			
	 
	JPMBI re Blackrock Bankloan Fund,
as a Lender

	 
	 
	 

	 
	BY: BlackRock Financial Management Inc., as Sub-
Advisor

	 
	 
	 

	 
	By:
	/s/ Rob Jacobi

	 
	 
	Name:   Rob Jacobi

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	KCAP Senior Funding I, LLC,
as a Lender

	 
	 
	 

	 
	BY: KCAP Financial, Inc.

	 
	 
	 

	 
	By:
	/s/ Daniel Gilligan

	 
	 
	Name:   Daniel Gilligan

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	KVK CLO 2014-2 Ltd.,
as a Lender

	 
	 
	 

	 
	By:
	/s/ David Cifonelli

	 
	 
	Name:   David Cifonelli

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 

	 
	KVK CLO 2014-3 Ltd.,
as a Lender

	 
	 
	 

	 
	By:
	/s/ David Cifonelli

	 
	 
	Name:   David Cifonelli

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 

	 
	Lancashire Insurance Company Limited,
as a Lender

	 
	 
	 

	 
	By: PineBridge Investments Europe Limited 
As Collateral Manager

	 
	 
	 

	 
	By:
	/s/ Steven Oh

	 
	 
	Name:   Steven Oh

	 
	 
	Title:   Managing Director

	 
	 
	 







[Signature Page to Second Amendment]








	
			
	 
	LCM IX Limited Partnership

	 
	By:
	LCM Asset Management LLC

	 
	 
	As Collateral Manager

	 
	as a Lender

	 
	 
	 

	 
	By:
	/s/ Alexander B. Kenna

	 
	 
	Name:   

	 
	 
	Title:   

	 
	 
	LCM Asset Management LLC

	 
	 
	Alexander B. Kenna

	 
	 
	 

	 
	 
	 

	 
	LCM X Limited Partnership

	 
	By:
	LCM Asset Management LLC

	 
	 
	As Collateral Manager

	 
	as a Lender

	 
	 
	 

	 
	By:
	/s/ Alexander B. Kenna

	 
	 
	Name:   

	 
	 
	Title:   

	 
	 
	LCM Asset Management LLC

	 
	 
	Alexander B. Kenna

	 
	 
	 

	 
	 
	 

	 
	LCM XII Limited Partnership

	 
	By:
	LCM Asset Management LLC

	 
	 
	As Collateral Manager

	 
	as a Lender

	 
	 
	 

	 
	By:
	/s/ Alexander B. Kenna

	 
	 
	Name:   

	 
	 
	Title:   

	 
	 
	LCM Asset Management LLC

	 
	 
	Alexander B. Kenna

	 
	 
	 

	 
	 
	 

	 
	LCM XIII Limited Partnership

	 
	By:
	LCM Asset Management LLC

	 
	 
	As Collateral Manager

	 
	as a Lender

	 
	 
	 

	 
	By:
	/s/ Alexander B. Kenna

	 
	 
	Name:   

	 
	 
	Title:   

	 
	 
	LCM Asset Management LLC

	 
	 
	Alexander B. Kenna

	 
	 
	 







[Signature Page to Second Amendment]








	
					
	 
	LCM XIV Limited Partnership

	 
	By:
	LCM Asset Management LLC

	 
	 
	As Collateral Manager

	 
	as a Lender

	 
	 
	 

	 
	By:
	/s/ Alexander B. Kenna

	 
	 
	Name:   

	 
	 
	Title:   

	 
	 
	LCM Asset Management LLC

	 
	 
	Alexander B. Kenna

	 
	 
	 

	 
	 
	 

	 
	LCM XV Limited Partnership

	 
	By:
	LCM Asset Management LLC

	 
	 
	As Collateral Manager

	 
	as a Lender

	 
	 
	 

	 
	By:
	/s/ Alexander B. Kenna

	 
	 
	Name:   

	 
	 
	Title:   

	 
	 
	LCM Asset Management LLC

	 
	 
	Alexander B. Kenna

	 
	 
	 

	 
	 
	 

	 
	LCM XVI Limited Partnership

	 
	By:
	LCM Asset Management LLC

	 
	 
	As Collateral Manager

	 
	as a Lender

	 
	 
	 

	 
	By:
	/s/ Alexander B. Kenna

	 
	 
	Name:   

	 
	 
	Title:   

	 
	 
	LCM Asset Management LLC

	 
	 
	Alexander B. Kenna

	 
	 
	 

	 
	 
	 

	 
	Lexington Insurance Company,
as a Lender

	 
	 
	 

	 
	By: Invesco Senior Secured Management, Inc. as
Investment Manager

	 
	 
	 

	 
	By:
	/s/ Kevin Egan

	 
	 
	Name:   Kevin Egan

	 
	 
	Title:   Authorized Individual

	 
	 
	 







[Signature Page to Second Amendment]








	
			
	 
	Linde Pension Plan Trust,
as a Lender

	 
	 
	 

	 
	By: Invesco Senior Secured Management, Inc. as
Investment Manager

	 
	 
	 

	 
	By:
	/s/ Kevin Egan

	 
	 
	Name:   Kevin Egan

	 
	 
	Title:   Authorized Individual

	 
	 
	 

	 
	 
	 

	 
	Lockwood Grove CLO, Ltd.

	 
	By: Tall Tree Investment Management, LLC, 
as Collateral Manager

	 
	as a Lender

	 
	 
	 

	 
	By:
	/s/ Michael J. Starshak Jr.

	 
	 
	Name:   Michael j. Starshak Jr.

	 
	 
	Title:   Officer

	 
	 
	 

	 
	 
	 

	 
	Magnetite IX, Limited,
as a Lender

	 
	 
	 

	 
	BY: BlackRock Financial Management, Inc., its
Collateral Manager

	 
	 
	 

	 
	By:
	/s/ Rob Jacobi

	 
	 
	Name:   Rob Jacobi

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 

	 
	Magnetite VI, Limited,
as a Lender

	 
	 
	 

	 
	BY: BlackRock Financial Management, Inc., its
Collateral Manager

	 
	 
	 

	 
	By:
	/s/ Rob Jacobi

	 
	 
	Name:   Rob Jacobi

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	Magnetite VII, Limited,
as a Lender

	 
	 
	 

	 
	BY: BlackRock Financial Management Inc., Its
Collateral Manager

	 
	 
	 

	 
	By:
	/s/ Rob Jacobi

	 
	 
	Name:   Rob Jacobi

	 
	 
	Title:   Authorized Signatory





[Signature Page to Second Amendment]






	
			
	 
	 
	 

	 
	 
	 

	 
	Magnetite VIII, Limited,
as a Lender

	 
	 
	 

	 
	BY: BlackRock Financial Management Inc., Its
Collateral Manager

	 
	 
	 

	 
	By:
	/s/ Rob Jacobi

	 
	 
	Name:   Rob Jacobi

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 

	 
	Manulife Floating Rate Income Fund,
as a Lender

	 
	 
	 

	 
	By:
	/s/ Jim Roth

	 
	 
	Name:   Jim Roth

	 
	 
	Title:   Manager

	 
	 
	 

	 
	 
	 

	 
	Manulife Investments Trust - Floating Rate Income
Fund,
as a Lender

	 
	 
	 

	 
	By:
	/s/ Jim Roth

	 
	 
	Name:   Jim Roth

	 
	 
	Title:   Manager

	 
	 
	 

	 
	 
	 

	 
	Manulife U.S. Dollar Floating Rate Income Fund,
as a Lender

	 
	 
	 

	 
	By:
	/s/ Jim Roth

	 
	 
	Name:   Jim Roth

	 
	 
	Title:   Manager

	 
	 
	 

	 
	 
	 

	 
	Marathon CLO IV Ltd.,
as a Lender

	 
	 
	 

	 
	By:
	/s/ Louis Hanover

	 
	 
	Name:   Louis Hanover

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	Marathon CLO V Ltd.,
as a Lender

	 
	 
	 

	 
	By:
	/s/ Louis Hanover

	 
	 
	Name:   Louis Hanover

	 
	 
	Title:   Authorized Signatory

	 
	 
	 





[Signature Page to Second Amendment]






	
			
	 
	 
	 

	 
	Marea CLO, Ltd.,
as a Lender

	 
	 
	 

	 
	BY: Invesco Senior Secured Management, Inc. as
Collateral Manager

	 
	 
	 

	 
	By:
	/s/ Kevin Egan

	 
	 
	Name:   Kevin Egan

	 
	 
	Title:   Authorized Individual

	 
	 
	 

	 
	 
	 

	 
	C.M. LIFE INSURANCE COMPANY 
MASSACHUETTES MUTUAL LIFE INSURANCE 
COMPANY,
each as a Lender

	 
	By: Babson Capital Management LLC as Investment Advisor

	 
	 
	 

	 
	By:
	/s/ James Chemplovil

	 
	 
	Name:   James Chemplovil

	 
	 
	Title:   Director

	 
	 
	 

	 
	 
	 

	 
	BABSON CLO LTD. 2012-II 
BABSON CLO LTD. 2013-I 
BABSON CLO LTD. 2013-II 
BABSON CLO LTD. 2014-I,
each as a Lender

	 
	By: Babson Capital Management LLC as Collateral Manager

	 
	 
	 

	 
	By:
	/s/ James Chemplovil

	 
	 
	Name:   James Chemplovil

	 
	 
	Title:   Director

	 
	 
	 

	 
	 
	 

	 
	BROWN BROTHERS HARRIMAN TRUST 
COMPANY (CAYMAN) LIMITED acting solely in its 
capacity as Trustee of BABSON CAPITAL BANK 
LOAN FUND, a series of trust of the Multi Manager 
Global Investment Trust 
as a Lender

	 
	By: Babson Capital Management LLC as Investment Manager and Attorney-in-fact

	 
	 
	 

	 
	By:
	/s/ James Chemplovil

	 
	 
	Name:   James Chemplovil

	 
	 
	Title:   Director

	 
	 
	 





[Signature Page to Second Amendment]








	
			
	 
	AXA IM Paris S.A. for and on behalf of Matignon 
Leveraged Loans Limited,
as a Lender

	 
	 
	 

	 
	By:
	/s/

	 
	 
	Name:   

	 
	 
	Title:   Portfolio Manager

	 
	 
	 

	 
	By:
	/s/

	 
	 
	Name:   

	 
	 
	Title:   Senior Analyst

	 
	 
	 

	 
	 
	 

	 
	MET Investors Series Trust -Met/Eaton Vance Floating
Rate Portfolio,
as a Lender

	 
	 
	 

	 
	BY: Eaton Vance Management as Investment Sub-
Advisor

	 
	 
	 

	 
	By:
	/s/ Michael Botthof

	 
	 
	Name:   Michael Botthof

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 

	 
	Metropolitan West Floating Rate Income Fund,
as a Lender

	 
	 
	 

	 
	BY: Metropolitan West Asset Management as
Investment Manager

	 
	 
	 

	 
	By:
	/s/ Bibi Khan

	 
	 
	Name:   Bibi Khan

	 
	 
	Title:   Managing Director

	 
	 
	 

	 
	By:
	/s/ Nora Olan

	 
	 
	Name:   Nora Olan

	 
	 
	Title:   Senior Vice President

	 
	 
	 

	 
	 
	 

	 
	MidOcean Credit CLO III,
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





[Signature Page to Second Amendment]








	
			
	 
	MORGAN STANLEY BANK, N.A.,
as a Lender

	 
	 
	 

	 
	By:
	/s/ John Durland

	 
	 
	Name:   John Durland

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	Morgan Stanley Senior Funding, Inc.,
as a Lender

	 
	 
	 

	 
	By:
	/s/ Adam Savarese

	 
	 
	Name:   Adam Savarese

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	Mountain View CLO 2013-1 Ltd.,
as a Lender

	 
	 
	 

	 
	By: Seix Investment Advisors LLC, as Collateral
Manager

	 
	 
	 

	 
	By:
	/s/ George Goudelias

	 
	 
	Name:   George Goudelias

	 
	 
	Title:   Managing Director

	 
	 
	 

	 
	 
	 

	 
	Mt. Whitney Securities Inc.,
as a Lender

	 
	 
	 

	 
	BY: Deutsche Investment Management Americas Inc. 
 
As Manager

	 
	 
	 

	 
	By:
	/s/ Eric Meyer

	 
	 
	Name:   Eric Meyer

	 
	 
	Title:   Portfolio Manager

	 
	 
	 

	 
	By:
	/s/ Colleen Cunniffe

	 
	 
	Name:   Colleen Cunniffe

	 
	 
	Title:   Head of High Yield and Leverage Loan Research

	 
	 
	 

	 
	 
	 





[Signature Page to Second Amendment]








	
			
	 
	National Union Fire Insurance Company of Pittsburgh,
Pa.,
as a Lender

	 
	 
	 

	 
	By: Invesco Senior Secured Management, Inc. as
Investment Manager

	 
	 
	 

	 
	By:
	/s/ Kevin Egan

	 
	 
	Name:   Kevin Egan

	 
	 
	Title:   Authorized Individual

	 
	 
	 

	 
	 
	 

	 
	Nomura Loan Trust,
as a Lender

	 
	 
	 

	 
	By:
	/s/ Steven Rosenthal

	 
	 
	Name:   Steven Rosenthal

	 
	 
	Title:   Executive Director

	 
	 
	 

	 
	 
	 

	 
	Nomura Bond and Loan Fund,
as a Lender

	 
	 
	 

	 
	By:
	/s/ Steven Rosenthal

	 
	 
	Name:   Steven Rosenthal

	 
	 
	Title:   Executive Director

	 
	 
	 

	 
	 
	 

	 
	Neuberger Berman CLO XVI, Ltd.,
as a Lender

	 
	 
	 

	 
	By Neuberger Berman Fixed Income LLC as collateral
Manager

	 
	 
	 

	 
	By:
	/s/ Colin Donlan

	 
	 
	Name:   Colin Donlan

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	Neuberger Berman CLO XVII, Ltd.,
as a Lender

	 
	 
	 

	 
	By Neuberger Berman Fixed Income LLC as collateral
manager

	 
	 
	 

	 
	By:
	/s/ Colin Donlan

	 
	 
	Name:   Colin Donlan

	 
	 
	Title:   Authorized Signatory

	 
	 
	 







[Signature Page to Second Amendment]








	
			
	 
	Neuberger Berman Strategic Income Fund,
as a Lender

	 
	 
	 

	 
	By:
	/s/ Colin Donlan

	 
	 
	Name:   Colin Donlan

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	NEUBERGER BERMAN US STRATEGIC INCOME
FUND,
as a Lender

	 
	 
	 

	 
	By:
	/s/ Colin Donlan

	 
	 
	Name:   Colin Donlan

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	Nomad CLO, Ltd.,
as a Lender

	 
	 
	 

	 
	BY: Invesco Senior Secured Management, Inc. as
Collateral Manager

	 
	 
	 

	 
	By:
	/s/ Kevin Egan

	 
	 
	Name:   Kevin Egan

	 
	 
	Title:   Authorized Individual

	 
	 
	 

	 
	 
	 

	 
	Nomura Corporate Funding Americas, LLC,
as a Lender

	 
	 
	 

	 
	By:
	/s/ Andrew Keith

	 
	 
	Name:   Andrew Keith

	 
	 
	Title:   Executive Director

	 
	 
	 

	 
	 
	 

	 
	North End CLO, Ltd,
as a Lender

	 
	 
	 

	 
	BY: Invesco Senior Secured Management, Inc. as
Investment Manager

	 
	 
	 

	 
	By:
	/s/ Kevin Egan

	 
	 
	Name:   Kevin Egan

	 
	 
	Title:   Authorized Individual

	 
	 
	 

	 
	 
	 





[Signature Page to Second Amendment]








	
			
	 
	NORTHWOODS CAPITAL IX, LIMITED,
as a Lender

	 
	 
	 

	 
	By: Angelo, Gordon & Co., LP as Collateral Manager

	 
	 
	 

	 
	By:
	/s/ Bruce Martin

	 
	 
	Name:   Bruce Martin

	 
	 
	Title:   Managing Director

	 
	 
	 

	 
	 
	 

	 
	NORTHWOODS CAPITAL XI, LIMITED,
as a Lender

	 
	 
	 

	 
	BY: Angelo, Gordon & Co., LP As Collateral Manager

	 
	 
	 

	 
	By:
	/s/ Bruce Martin

	 
	 
	Name:   Bruce Martin

	 
	 
	Title:   Managing Director

	 
	 
	 

	 
	 
	 

	 
	NORTHWOODS CAPITAL XII, LIMITED,
as a Lender

	 
	 
	 

	 
	BY: Angelo, Gordon & Co., LP As Collateral Manager

	 
	 
	 

	 
	By:
	/s/ Bruce Martin

	 
	 
	Name:   Bruce Martin

	 
	 
	Title:   Managing Director

	 
	 
	 

	 
	 
	 

	 
	Northwoods Capital XIV, Limited,
as a Lender

	 
	 
	 

	 
	BY: Angelo, Gordon & Co., LP 
 
As Collateral Manager

	 
	 
	 

	 
	By:
	/s/ Bruce Martin

	 
	 
	Name:   Bruce Martin

	 
	 
	Title:   Managing Director

	 
	 
	 

	 
	 
	 

	 
	NZCG Funding Ltd,
as a Lender

	 
	 
	 

	 
	BY: Guggenheim Partners Investment Management,
LLC as Collateral Manager

	 
	 
	 

	 
	By:
	/s/ Kaitlin Trinh

	 
	 
	Name:   Kaitlin Trinh

	 
	 
	Title:   Managing Director





[Signature Page to Second Amendment]








	
			
	 
	Oaktree CLO 2014-1 Ltd.,
as a Lender

	 
	 
	 

	 
	BY: Oaktree Capital Management, L.P. 
 
Its: Collateral Manager

	 
	 
	 

	 
	By:
	/s/ Armen Panossian

	 
	 
	Name:   Armen Panossian

	 
	 
	Title:   Managing Director

	 
	 
	 

	 
	By:
	/s/ William Wang

	 
	 
	Name:   William Wang

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 

	 
	Oaktree EIF II Series A1, Ltd.,
as a Lender

	 
	 
	 

	 
	BY: Oaktree Capital Management, L.P. 
 
its: Collateral Manager

	 
	 
	 

	 
	By:
	/s/ Armen Panossian

	 
	 
	Name:   Armen Panossian

	 
	 
	Title:   Managing Director

	 
	 
	 

	 
	By:
	/s/ William Wang

	 
	 
	Name:   William Wang

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 

	 
	Oaktree Enhanced Income Funding Series II, Ltd.,
as a Lender

	 
	 
	 

	 
	BY: Oaktree Capital Management, L.P. Its: Collateral
Manager

	 
	 
	 

	 
	By:
	/s/ Armen Panossian

	 
	 
	Name:   Armen Panossian

	 
	 
	Title:   Managing Director

	 
	 
	 

	 
	By:
	/s/ William Wang

	 
	 
	Name:   William Wang

	 
	 
	Title:   Vice President

	 
	 
	 







[Signature Page to Second Amendment]








	
			
	 
	Oaktree Enhanced Income Funding Series III, Ltd.,
as a Lender

	 
	 
	 

	 
	BY: Oaktree Capital Management, L.P.


Its: Collateral Manager

	 
	 
	 

	 
	By:
	/s/ Armen Panossian

	 
	 
	Name:   Armen Panossian

	 
	 
	Title:   Managing Director

	 
	 
	 

	 
	By:
	/s/ William Wang

	 
	 
	Name:   William Wang

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 

	 
	Oaktree Enhanced Income Funding Series IV, Ltd.,
as a Lender

	 
	 
	 

	 
	BY: Oaktree Capital Management, L.P.


Its: Collateral Manager

	 
	 
	 

	 
	By:
	/s/ Armen Panossian

	 
	 
	Name:   Armen Panossian

	 
	 
	Title:   Managing Director

	 
	 
	 

	 
	By:
	/s/ William Wang

	 
	 
	Name:   William Wang

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 

	 
	Oaktree Senior Loan Fund, L.P.,
as a Lender

	 
	 
	 

	 
	BY: Oaktree Senior Loan Fund GP, L.P. Its: General
Partner, By: Oaktree Fund GP IIA, LLC Its: General
Partner, By: Oaktree Fund GP II, L.P. Its: Managing
Membe

	 
	 
	 

	 
	By:
	/s/ Armen Panossian

	 
	 
	Name:   Armen Panossian

	 
	 
	Title:   Managing Director

	 
	 
	 

	 
	By:
	/s/ William Wang

	 
	 
	Name:   William Wang

	 
	 
	Title:   Vice President

	 
	 
	 







[Signature Page to Second Amendment]








	
			
	 
	Ocean Trails CLO V,
as a Lender

	 
	 
	 

	 
	BY: West Gate Horizons Advisors LLC, as Asset
Manager

	 
	 
	 

	 
	By:
	/s/ Heidi Skor

	 
	 
	Name:   Heidi Skor

	 
	 
	Title:   Senior Credit Analyst

	 
	 
	 

	 
	 
	 

	 
	Octagon Delaware Trust 2011,
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

	 
	 
	 

	 
	 
	 

	 
	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

	 
	 
	 

	 
	 
	 

	 
	Octagon Investment Partners XX, 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





[Signature Page to Second Amendment]








	
			
	 
	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

	 
	 
	 

	 
	 
	 

	 
	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

	 
	 
	 

	 
	 
	 

	 
	Octagon Paul Credit Fund Series I, 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

	 
	 
	 

	 
	 
	 

	 
	OHA CREDIT PARTNERS IX, LTD.,
as a Lender

	 
	 
	 

	 
	By: Oak Hill Advisors, L.P.


as Portfolio Manager

	 
	 
	 

	 
	By:
	/s/ Glenn August

	 
	 
	Name:   Glenn August

	 
	 
	Title:   Authorized Signatory

	 
	 
	 







[Signature Page to Second Amendment]








	
			
	 
	OHA CREDIT PARTNERS VI, LTD.,
as a Lender

	 
	 
	 

	 
	By: Oak Hill Advisors, L.P. As its portfolio manager

	 
	 
	 

	 
	By:
	/s/ Glenn August

	 
	 
	Name:   Glenn August

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	OHA CREDIT PARTNERS VII, LTD.,
as a Lender

	 
	 
	 

	 
	BY: Oak Hill Advisors, L.P., as Portfolio Manager

	 
	 
	 

	 
	By:
	/s/ Glenn August

	 
	 
	Name:   Glenn August

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	OHA CREDIT PARTNERS VIII, LTD.,
as a Lender

	 
	 
	 

	 
	By: Oak Hill Advisors, L.P.


as Warehouse Portfolio Manager

	 
	 
	 

	 
	By:
	/s/ Glenn August

	 
	 
	Name:   Glenn August

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	OHA CREDIT PARTNERS X, LTD.,
as a Lender

	 
	 
	 

	 
	By: Oak Hill Advisors, L.P.


as Portfolio Manager

	 
	 
	 

	 
	By:
	/s/ Glenn August

	 
	 
	Name:   Glenn August

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 





[Signature Page to Second Amendment]








	
			
	 
	OHA LOAN FUNDING 2012-1, LTD.,
as a Lender

	 
	 
	 

	 
	By: Oak Hill Advisors, L.P.


As Portfolio Manager

	 
	 
	 

	 
	By:
	/s/ Glenn August

	 
	 
	Name:   Glenn August

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	OHA LOAN FUNDING 2013-1, LTD.,
as a Lender

	 
	 
	 

	 
	By: Oak Hill Advisors, L.P.


as Portfolio Manager

	 
	 
	 

	 
	By:
	/s/ Glenn August

	 
	 
	Name:   Glenn August

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	OHA LOAN FUNDING 2013-2, LTD.,
as a Lender

	 
	 
	 

	 
	By: Oak Hill Advisors, L.P.


As Portfolio Manager

	 
	 
	 

	 
	By:
	/s/ Glenn August

	 
	 
	Name:   Glenn August

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	OZLM FUNDING, LTD., as a Lender

	 
	 
	 

	 
	By: Och-Ziff Loan Management LP, its portfolio manager

	 
	 
	 

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

	 
	 
	 

	 
	By:
	/s/ Joel Frank

	 
	 
	Name:   Joel Frank

	 
	 
	Title:   Chief Financial Officer





[Signature Page to Second Amendment]








	
			
	 
	OZLM FUNDING II, LTD., as a Lender

	 
	 
	 

	 
	By: Och-Ziff Loan Management LP, its portfolio manager

	 
	 
	 

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

	 
	 
	 

	 
	By:
	/s/ Joel Frank

	 
	 
	Name:   Joel Frank

	 
	 
	Title:   Chief Financial Officer

	 
	 
	 

	 
	 
	 

	 
	OZLM FUNDING III, LTD., as a Lender

	 
	 
	 

	 
	By: Och-Ziff Loan Management LP, its portfolio manager

	 
	 
	 

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

	 
	 
	 

	 
	By:
	/s/ Joel Frank

	 
	 
	Name:   Joel Frank

	 
	 
	Title:   Chief Financial Officer

	 
	 
	 

	 
	 
	 

	 
	OZLM FUNDING IV, LTD., as a Lender

	 
	 
	 

	 
	By: Och-Ziff Loan Management LP, its portfolio manager

	 
	 
	 

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

	 
	 
	 

	 
	By:
	/s/ Joel Frank

	 
	 
	Name:   Joel Frank

	 
	 
	Title:   Chief Financial Officer

	 
	 
	 

	 
	 
	 

	 
	OZLM FUNDING V, LTD., as a Lender

	 
	 
	 

	 
	By: Och-Ziff Loan Management LP, its portfolio manager

	 
	 
	 

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

	 
	 
	 

	 
	By:
	/s/ Joel Frank

	 
	 
	Name:   Joel Frank

	 
	 
	Title:   Chief Financial Officer





[Signature Page to Second Amendment]








	
			
	 
	OZLM VI, LTD., as a Lender

	 
	 
	 

	 
	By: Och-Ziff Loan Management LP, its portfolio manager

	 
	 
	 

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

	 
	 
	 

	 
	By:
	/s/ Joel Frank

	 
	 
	Name:   Joel Frank

	 
	 
	Title:   Chief Financial Officer

	 
	 
	 

	 
	 
	 

	 
	OZLM VII, LTD., as a Lender

	 
	 
	 

	 
	By: Och-Ziff Loan Management LP, its portfolio manager

	 
	 
	 

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

	 
	 
	 

	 
	By:
	/s/ Joel Frank

	 
	 
	Name:   Joel Frank

	 
	 
	Title:   Chief Financial Officer

	 
	 
	 

	 
	 
	 

	 
	OZLM VIII, LTD., as a Lender

	 
	 
	 

	 
	By: Och-Ziff Loan Management LP, its portfolio manager

	 
	 
	 

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

	 
	 
	 

	 
	By:
	/s/ Joel Frank

	 
	 
	Name:   Joel Frank

	 
	 
	Title:   Chief Financial Officer

	 
	 
	 

	 
	 
	 

	 
	OZLM IX, LTD., as a Lender

	 
	 
	 

	 
	By: Och-Ziff Loan Management LP, its portfolio manager

	 
	 
	 

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

	 
	 
	 

	 
	By:
	/s/ Joel Frank

	 
	 
	Name:   Joel Frank

	 
	 
	Title:   Chief Financial Officer





[Signature Page to Second Amendment]








	
			
	 
	OZLM X, LTD., as a Lender

	 
	 
	 

	 
	By: Och-Ziff Loan Management LP, its portfolio manager

	 
	 
	 

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

	 
	 
	 

	 
	By:
	/s/ Joel Frank

	 
	 
	Name:   Joel Frank

	 
	 
	Title:   Chief Financial Officer

	 
	 
	 

	 
	 
	 

	 
	OZLM XI, LTD., as a Lender

	 
	 
	 

	 
	By: Och-Ziff Loan Management LP, its portfolio manager

	 
	 
	 

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

	 
	 
	 

	 
	By:
	/s/ Joel Frank

	 
	 
	Name:   Joel Frank

	 
	 
	Title:   Chief Financial Officer

	 
	 
	 

	 
	 
	 

	 
	OZLM XII, LTD., as a Lender

	 
	 
	 

	 
	By: Och-Ziff Loan Management LP, its portfolio manager

	 
	 
	 

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

	 
	 
	 

	 
	By:
	/s/ Joel Frank

	 
	 
	Name:   Joel Frank

	 
	 
	Title:   Chief Financial Officer

	 
	 
	 

	 
	 
	 

	 
	Pacific Select Fund Floating Rate Loan Portfolio,
as a Lender

	 
	 
	 

	 
	BY: Eaton Vance Management as Investment Sub-
Advisor

	 
	 
	 

	 
	By:
	/s/ Michael Botthof

	 
	 
	Name:   Michael Botthof

	 
	 
	Title:   Vice President

	 
	 
	 







[Signature Page to Second Amendment]








	
			
	 
	PAYDEN FLOATING RATE FUND,
as a Lender

	 
	 
	 

	 
	BY: Payden & Rygel as Investment Adviser

	 
	 
	 

	 
	By:
	/s/ Jordan Lopez

	 
	 
	Name:   Jordan Lopez

	 
	 
	Title:   High Yield Strategist

	 
	 
	 

	 
	 
	 

	 
	PAYDEN STRATEGIC INCOME FUND,
as a Lender

	 
	 
	 

	 
	BY: Payden & Rygel as Investment Adviser

	 
	 
	 

	 
	By:
	/s/ Jordan Lopez

	 
	 
	Name:   Jordan Lopez

	 
	 
	Title:   High Yield Strategist

	 
	 
	 

	 
	 
	 

	 
	Pioneer Floating Rate Fund,
as a Lender

	 
	 
	 

	 
	By: Pioneer Investment Management, Inc.


As its adviser

	 
	 
	 

	 
	By:
	/s/ Maggie Begley

	 
	 
	Name:   maggie begley

	 
	 
	Title:   Vice President and  Associate General Counsel

	 
	 
	 

	 
	 
	 

	 
	Pioneer Floating Rate Trust,
as a Lender

	 
	 
	 

	 
	By: Pioneer Investment Management, Inc.


As its adviser

	 
	 
	 

	 
	By:
	/s/ Maggie Begley

	 
	 
	Name:   maggie begley

	 
	 
	Title:   Vice President and  Associate General Counsel

	 
	 
	 

	 
	 
	 





[Signature Page to Second Amendment]








	
			
	 
	Pioneer Multi-Asset Ultrashort Income Fund,
as a Lender

	 
	 
	 

	 
	By: Pioneer Investment Management, Inc.


As its adviser

	 
	 
	 

	 
	By:
	/s/ Maggie Begley

	 
	 
	Name:   maggie begley

	 
	 
	Title:   Vice President and  Associate General Counsel

	 
	 
	 

	 
	 
	 

	 
	Pioneer Solutions SICAV -- Global Floating Rate
Income,
as a Lender

	 
	 
	 

	 
	By: Pioneer Investment Management, Inc.,


As its adviser

	 
	 
	 

	 
	By:
	/s/ Maggie Begley

	 
	 
	Name:   maggie begley

	 
	 
	Title:   Vice President and  Associate General Counsel

	 
	 
	 

	 
	 
	 

	 
	PNC BANK, NATIONAL ASSOCIATION 
as a Lender

	 
	 
	 

	 
	By:
	/s/ Daniel J. Miller

	 
	 
	Name:   Daniel J. Miller

	 
	 
	Title:   Vice President 

	 
	 
	 

	 
	 
	 

	 
	Dryden XXII Senior Loan Fund,
as a Lender

	 
	 
	 

	 
	By: Prudential Investment Management, Inc.,  
as Collateral Manager

	 
	 
	 

	 
	By:
	/s/ Brian Juliano

	 
	 
	Name:   Brian Juliano

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 





[Signature Page to Second Amendment]








	
			
	 
	Dryden 26 Senior Loan Fund,
as a Lender

	 
	 
	 

	 
	By: Prudential Investment Management, Inc.,  
as Collateral Manager

	 
	 
	 

	 
	By:
	/s/ Brian Juliano

	 
	 
	Name:   Brian Juliano

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 

	 
	Framerica Global Loan Opportunities Limited,
as a Lender

	 
	 
	 

	 
	By: Pramerica Investment Management, a trading name of Prudential Investment Management, Inc.  
as Investment Manager

	 
	 
	 

	 
	By:
	/s/ Brian Juliano

	 
	 
	Name:   Brian Juliano

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 

	 
	Dryden 34 Senior Loan Fund,
as a Lender

	 
	 
	 

	 
	By: Prudential Investment Management, Inc.,  
as Collateral Manager

	 
	 
	 

	 
	By:
	/s/ Brian Juliano

	 
	 
	Name:   Brian Juliano

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 

	 
	Dryden 31 Senior Loan Fund,
as a Lender

	 
	 
	 

	 
	By: Prudential Investment Management, Inc.,  
as Collateral Manager

	 
	 
	 

	 
	By:
	/s/ Brian Juliano

	 
	 
	Name:   Brian Juliano

	 
	 
	Title:   Vice President





[Signature Page to Second Amendment]








	
			
	 
	Dryden XXIII Senior Loan Fund,
as a Lender

	 
	 
	 

	 
	By: Prudential Investment Management, Inc.,  
as Collateral Manager

	 
	 
	 

	 
	By:
	/s/ Brian Juliano

	 
	 
	Name:   Brian Juliano

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 

	 
	Dryden 40 Senior Loan Fund,
as a Lender

	 
	 
	 

	 
	By: Prudential Investment Management, Inc.,  
as Collateral Manager

	 
	 
	 

	 
	By:
	/s/ Brian Juliano

	 
	 
	Name:   Brian Juliano

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 

	 
	QUALCOMM Global Trading Pte. Ltd.,
as a Lender

	 
	 
	 

	 
	BY: Invesco Senior Secured Management, Inc. as
Investment Manager

	 
	 
	 

	 
	By:
	/s/ Kevin Egan

	 
	 
	Name:   Kevin Egan

	 
	 
	Title:   Authorized Individual

	 
	 
	 

	 
	 
	 

	 
	Race Point V CLO, Limited,
as a Lender

	 
	 
	 

	 
	BY: Sankaty Advisors LLC, as Portfolio Manager

	 
	 
	 

	 
	By:
	/s/ Andrew S. Viens

	 
	 
	Name:   Andrew S. Viens

	 
	 
	Title:   Sr. Vice President of Operations

	 
	 
	 

	 
	 
	 

	 
	Race Point VI CLO, Limited,
as a Lender

	 
	 
	 

	 
	By: Sankaty Advisors, LLC, as Portfolio Manager

	 
	 
	 

	 
	By:
	/s/ Andrew S. Viens

	 
	 
	Name:   Andrew S. Viens

	 
	 
	Title:   Sr. Vice President of Operations





[Signature Page to Second Amendment]








	
			
	 
	Race Point VII CLO, Limited,
as a Lender

	 
	 
	 

	 
	By: Sankaty Advisors, LLC as Portfolio Manager

	 
	 
	 

	 
	By:
	/s/ Andrew S. Viens

	 
	 
	Name:   Andrew S. Viens

	 
	 
	Title:   Sr. Vice President of Operations

	 
	 
	 

	 
	 
	 

	 
	Race Point VIII CLO, Limited,
as a Lender

	 
	 
	 

	 
	BY: Sankaty Advisors, LLC as Portfolio Manager

	 
	 
	 

	 
	By:
	/s/ Andrew S. Viens

	 
	 
	Name:   Andrew S. Viens

	 
	 
	Title:   Sr. Vice President of Operations

	 
	 
	 

	 
	 
	 

	 
	RAYMOND JAMES BANK, N.A.
as a Lender

	 
	 
	 

	 
	By:
	/s/ Eric Stange

	 
	 
	Name:   Eric Stange

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 

	 
	RidgeWorth Funds - Seix Floating Rate High Income
Fund,
as a Lender

	 
	 
	 

	 
	By: Seix Investment Advisors LLC, as Subadviser

	 
	 
	 

	 
	By:
	/s/ George Goudelias

	 
	 
	Name:   George Goudelias

	 
	 
	Title:   Managing Director

	 
	 
	 

	 
	 
	 

	 
	RP9 Loan Funding LLC,
as a Lender

	 
	 
	 

	 
	By: Citibank, N.A.,

	 
	 
	 

	 
	By:
	/s/ Cynthia Gonzalvo

	 
	 
	Name:   Cynthia Gonzalvo

	 
	 
	Title:   Associate Director





[Signature Page to Second Amendment]








	
			
	 
	Scor Global Life Americas Reinsurance Company,
as a Lender

	 
	 
	 

	 
	BY: BlackRock Financial Management, Inc., its
Investment Manager

	 
	 
	 

	 
	By:
	/s/ Rob Jacobi

	 
	 
	Name:   Rob Jacobi

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	Scor Reinsurance Company,
as a Lender

	 
	 
	 

	 
	BY: BlackRock Financial Management, Inc., its
Investment Manager

	 
	 
	 

	 
	By:
	/s/ Rob Jacobi

	 
	 
	Name:   Rob Jacobi

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	SEABOARD CORPORATION,
as a Lender

	 
	 
	 

	 
	BY: Payden & Rygel as Investment Adviser

	 
	 
	 

	 
	By:
	/s/ Jordan Lopez

	 
	 
	Name:   Jordan Lopez

	 
	 
	Title:   High Yield Strategist

	 
	 
	 

	 
	 
	 

	 
	SEI INSTITUTIONAL INVESTMENTS TRUST -
OPPORTUNISTIC INCOME FUND,
as a Lender

	 
	 
	 

	 
	BY: ARES MANAGEMENT LLC, AS PORTFOLIO
MANAGER

	 
	 
	 

	 
	By:
	/s/ John Eanes

	 
	 
	Name:   John Eanes

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 





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	Seix Multi-Sector Absolute Return Fund L.P.,
as a Lender

	 
	 
	 

	 
	By: Seix Multi-Sector Absolute Return Fund GP LLC,
in its capacity as sole general partner

	 
	 

	 
	By: Seix Investment Advisors LLC, its sole member

	 
	 
	 

	 
	By:
	/s/ George Goudelias

	 
	 
	Name:   George Goudelias

	 
	 
	Title:   Managing Director

	 
	 
	 

	 
	 
	 

	 
	Silvermore CLO, LTD.,
as a Lender

	 
	 
	 

	 
	By:
	/s/ Aaron Meyer

	 
	 
	Name:   Aaron Meyer

	 
	 
	Title:   Principal

	 
	 
	 

	 
	 
	 

	 
	Somerset Trust Company,
as a Lender

	 
	 
	 

	 
	By:
	/s/ Parke Kreinbrook

	 
	 
	Name:   Parke Kreinbrook

	 
	 
	Title:   Loan Officer

	 
	 
	 

	 
	 
	 

	 
	Sound Harbor Loan Fund 2014-1 Ltd.,
as a Lender

	 
	 
	 

	 
	By:
	/s/ Thomas E. Bancroft

	 
	 
	Name:   Thomas E. Bancroft

	 
	 
	Title:   Portfolio Manager

	 
	 
	 

	 
	 
	 

	 
	Steele Creek CLO 2014-1, LTD.,
as a Lender

	 
	 
	 

	 
	BY: Steele Creek Investment Management LLC

	 
	 
	 

	 
	By:
	/s/ Michael Audino

	 
	 
	Name:   Michael Audino

	 
	 
	Title:   Senior Analyst

	 
	 
	 

	 
	 
	 





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	Stewart Park CLO, Ltd.,
as a Lender

	 
	 
	 

	 
	BY: GSO / Blackstone Debt Funds Management LLC


as Collateral Manager

	 
	 
	 

	 
	By:
	/s/ Thomas Iannarone

	 
	 
	Name:   Thomas Iannarone

	 
	 
	Title:   Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	Stifel Bank & Trust,
as a Lender

	 
	 
	 

	 
	By:
	/s/ John H. Phillips

	 
	 
	Name:   John H. Phillips

	 
	 
	Title:   Executive Vice President

	 
	 
	 

	 
	 
	 

	 
	Sumitomo Mitsui Trust Bank, Limited, New York Branch,
as a Lender

	 
	 
	 

	 
	By:
	/s/ Mark Bodie

	 
	 
	Name:   Mark Bodie

	 
	 
	Title:   VP

	 
	 
	 

	 
	 
	 

	 
	SUNTRUST BANK,
as a Lender

	 
	 
	 

	 
	By:
	/s/ Tesha Winslow

	 
	 
	Name:   Tesha Winslow

	 
	 
	Title:   Director

	 
	 
	 

	 
	 
	 

	 
	T. Rowe Price Floating Rate Fund, Inc.,
as a Lender

	 
	 
	 

	 
	By:
	/s/ Brian Burns

	 
	 
	Name:   Brian Burns

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 

	 
	T. Rowe Price Floating Rate Multi-Sector Account Portfolio,
as a Lender

	 
	 
	 

	 
	By:
	/s/ Brian Burns

	 
	 
	Name:   Brian Burns

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 





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	T. Rowe Price Institutional Floating Rate Fund,
as a Lender

	 
	 
	 

	 
	By:
	/s/ Brian Burns

	 
	 
	Name:   Brian Burns

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 

	 
	Teton Funding, LLC,
as a Lender

	 
	 
	 

	 
	By: SunTrust Bank, as manager

	 
	 
	 

	 
	By:
	/s/ Joshua Lowe

	 
	 
	Name:   Joshua Lowe

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 

	 
	The City of New York Group Trust,
as a Lender

	 
	 
	 

	 
	BY: Invesco Senior Secured Management, Inc. as
Investment Manager

	 
	 
	 

	 
	By:
	/s/ Kevin Egan

	 
	 
	Name:   Kevin Egan

	 
	 
	Title:   Authorized Individual

	 
	 
	 

	 
	 
	 

	 
	THL Credit Wind River 2012-1 CLO Ltd.,
as a Lender

	 
	 
	 

	 
	BY: THL Credit Senior Loan Strategies LLC, as
Investment Manager

	 
	 
	 

	 
	By:
	/s/ Kathleen Zarn

	 
	 
	Name:   Kathleen Zarn

	 
	 
	Title:   Managing Director

	 
	 
	 

	 
	 
	 

	 
	THL Credit Wind River 2014-1 CLO Ltd.,
as a Lender

	 
	 
	 

	 
	By THL Credit Advisors LLC, as
Investment Manager

	 
	 
	 

	 
	By:
	/s/ Kathleen Zarn

	 
	 
	Name:   Kathleen Zarn

	 
	 
	Title:   Managing Director





[Signature Page to Second Amendment]








	
			
	 
	TIAA-CREF Bond Fund

	 
	 
	 

	 
	By:
	TEACHERS ADVISORS, INC.,

	 
	Its authorized investment adviser

	 
	 
	 

	 
	By:
	/s/ Elizabeth R. Eodice

	 
	 
	Name:   ELIZABETH R. EODICE

	 
	 
	Title:   MANAGING DIRECTOR

	 
	 
	 

	 
	 
	 

	 
	TIAA-CREF Life Bond Fund

	 
	 
	 

	 
	By:
	TEACHERS ADVISORS, INC.,

	 
	Its authorized investment adviser

	 
	 
	 

	 
	By:
	/s/ Elizabeth R. Eodice

	 
	 
	Name:   ELIZABETH R. EODICE

	 
	 
	Title:   MANAGING DIRECTOR

	 
	 
	 

	 
	 
	 

	 
	TIAA Stable Value Annuity

	 
	 
	 

	 
	By:
	TEACHERS ADVISORS, INC.,

	 
	Its authorized investment adviser

	 
	 
	 

	 
	By:
	/s/ Elizabeth R. Eodice

	 
	 
	Name:   ELIZABETH R. EODICE

	 
	 
	Title:   MANAGING DIRECTOR

	 
	 
	 

	 
	 
	 

	 
	TIAA-CREF Bond Plus Fund

	 
	 
	 

	 
	By:
	TEACHERS ADVISORS, INC.,

	 
	Its authorized investment adviser

	 
	 
	 

	 
	By:
	/s/ Elizabeth R. Eodice

	 
	 
	Name:   ELIZABETH R. EODICE

	 
	 
	Title:   MANAGING DIRECTOR

	 
	 
	 

	 
	 
	 

	 
	TRALEE CLO III, LTD.,
as a Lender

	 
	 
	 

	 
	By: Par-Four Investment Management, LLC
As Collateral Manage

	 
	 
	 

	 
	By:
	/s/ Dennis Gorczyca

	 
	 
	Name:   Dennis Gorczyca

	 
	 
	Title:   Managing Director





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	Transamerica Floating Rate 
By:  AEGON USA as its Investment Manager
as a Lender

	 
	 
	 

	 
	By:
	/s/ Jason Felderman

	 
	 
	Name:   Jasaon Felderman

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 

	 
	Jefferson Mill CLO, Ltd.
as a Lender

	 
	 
	 

	 
	By:
	SHENKMAN CAPITAL MANAGEMENT, INC., 
as Collateral Manager

	 
	 
	 

	 
	By:
	/s/ Justin Slatky

	 
	 
	Name:   Justin Slatky

	 
	 
	Title:   Senior Vice President

	 
	 
	 

	 
	 
	 

	 
	Trustmark Insurance Company
as a Lender

	 
	 
	 

	 
	By:
	SHENKMAN CAPITAL MANAGEMENT, INC., 
as Investment Advisor

	 
	 
	 

	 
	By:
	/s/ Justin Slatky

	 
	 
	Name:   Justin Slatky

	 
	 
	Title:   Senior Vice President

	 
	 
	 

	 
	 
	 

	 
	Washington Mill CLO, Ltd.
as a Lender

	 
	 
	 

	 
	By:
	SHENKMAN CAPITAL MANAGEMENT, INC., 
as Collateral Manager

	 
	 
	 

	 
	By:
	/s/ Justin Slatky

	 
	 
	Name:   Justin Slatky

	 
	 
	Title:   Senior Vice President

	 
	 
	 

	 
	 
	 

	 
	U.S. Specialty Insurance Company,
as a Lender

	 
	 
	 

	 
	BY: BlackRock Investment Management, LLC, its
Investment Manager

	 
	 
	 

	 
	By:
	/s/ Rob Jacobi

	 
	 
	Name:   Rob Jacobi

	 
	 
	Title:   Authorized Signatory





[Signature Page to Second Amendment]








	
			
	 
	UnitedHealthcare Insurance Company,
as a Lender

	 
	 
	 

	 
	By: BlackRock Financial Management Inc.; its
investment manager

	 
	 
	 

	 
	By:
	/s/ Rob Jacobi

	 
	 
	Name:   Rob Jacobi

	 
	 
	Title:   Vice President

	 
	 
	 

	 
	 
	 

	 
	Venture XVII CLO Limited,
as a Lender

	 
	 
	 

	 
	BY: its investment advisor, MJX Asset Management,
LLC

	 
	 
	 

	 
	By:
	/s/ John P. Calaba

	 
	 
	Name:   John P. Calaba

	 
	 
	Title:   Portfolio Manager

	 
	 
	 

	 
	 
	 

	 
	Venture XVIII CLO, Limited,
as a Lender

	 
	 
	 

	 
	By: its investment advisor
MJX Asset Management LLC

	 
	 
	 

	 
	By:
	/s/ John P. Calaba

	 
	 
	Name:   John P. Calaba

	 
	 
	Title:   Portfolio Manager

	 
	 
	 

	 
	 
	 

	 
	Vibrant CLO II, Ltd.,
as a Lender

	 
	 
	 

	 
	By: DFG Investment Advisers, Inc., as Portfolio
Manager

	 
	 
	 

	 
	By:
	/s/ David Millison

	 
	 
	Name:   David Millison

	 
	 
	Title:   Managing Partner and Senior Portfolio Manager

	 
	 
	 

	 
	 
	 





[Signature Page to Second Amendment]








	
			
	 
	VIBRANT CLO, LTD.,
as a Lender

	 
	 
	 

	 
	By: DFG Investment Advisers, Inc. as Portfolio
Manager

	 
	 
	 

	 
	By:
	/s/ David Millison

	 
	 
	Name:   David Millison

	 
	 
	Title:   Managing Partner and Senior Portfolio Manager

	 
	 
	 

	 
	 
	 

	 
	Wells Fargo Bank, National Association,
as a Lender and holder of $1,980,000.00 of Series A Incremental Term Loan on its Loan Trading Desk in Charlotte

	 
	 
	 

	 
	By:
	/s/ P. Jeffrey Huth

	 
	 
	Name:   P. Jeffrey Hugh

	 
	 
	Title:   Managing Director

	 
	 
	 

	 
	 
	 

	 
	West CLO 2014-I Ltd., 
as a Lender

	 
	 
	 

	 
	By:
	/s/ Joanna Willars

	 
	 
	Name:   Joanna Willars

	 
	 
	Title:   Vice President, Authorized Signatory

	 
	 
	 

	 
	 
	 

	 
	Wintrust Bank,
as a Lender 

	 
	 
	 

	 
	By:
	/s/ John Hoppe

	 
	 
	Name:   John Hoppe

	 
	 
	Title:   VP

	 
	 
	 







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