Exhibit 10.1


 


SECOND AMENDMENT TO TERM LOAN CREDIT
AGREEMENT


 


This SECOND AMENDMENT
TO TERM LOAN CREDIT AGREEMENT (this “Amendment”) is dated as of May 14, 2020 and is entered into by and
among PETIQ, LLC, an Idaho limited liability company (the “Borrower”), the Guarantors party hereto, ARES
CAPITAL CORPORATION and each other Lender party hereto (consisting of the Required Lenders) and ARES CAPITAL CORPORATION,
as the administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used herein without
definition shall have the same meanings herein as set forth in the Existing Credit Agreement (as defined below) after giving effect
to this Amendment.


 


RECITALS


 


WHEREAS, the
Borrower, Ares Capital Corporation and the Lenders party thereto and the Administrative Agent have entered into that certain Amended
and Restated Term Loan Credit Agreement, dated as of July 8, 2019 (as amended, restated, amended and restated, supplemented, or
otherwise modified prior to the date hereof, the “Existing Credit Agreement”);


 


WHEREAS, the
Borrower has requested that the Lenders amend the Existing Credit Agreement on the terms set forth herein (such Existing Credit
Agreement, as hereby amended on the Amended Effective Date (as defined below), the “Amended Credit Agreement”);
and


 


WHEREAS, on
the Amendment Effective Date, the Lenders party hereto (consisting of the Required Lenders) are willing to agree to the amendments
requested by the Borrower, on the terms and conditions set forth in this 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 (consisting of the Required Lenders) and the Administrative Agent hereby agree as follows:


 


Section 1.                 
Amendments


 


Subject to the satisfaction
of the conditions set forth in Section 3 of this Amendment, on the Amendment Effective Date, the Existing Credit Agreement
is hereby amended as follows:


 


(a)               
The following new definitions are hereby added to Section 1.01 of the Existing Credit Agreement in the appropriate alphabetical
order:


 


“2020
Convertible Senior Notes” means the senior unsecured convertible notes issued on or around June 1, 2020 by PetIQ, Inc.
due June 1, 2026 in an aggregate principal amount of up to $125,000,000, subject to increase on such issue date by an additional
aggregate principal amount of up to $18,750,000.


 


“2020
Intercompany Note” means that certain Intercompany Note, issued substantially concurrently with the 2020 Convertible
Senior Notes, by Parent to PetIQ, Inc.


 


“Second
Amendment” means that certain Second Amendment to the Amended and Restated Credit Agreement, dated as of the Second Amendment
Effective Date, 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 Second Amendment became effective in accordance with its terms
and conditions, such date being May 14, 2020.


 






     


     


    

 


(b)               
The following definitions in Section 1.01 of the Existing Credit Agreement are hereby amended and restated in their entirety
as set forth below:


 


“Applicable
Margin” means:


 


(a)       with
respect to Initial Term Loans that are Base Rate Loans, 4.00%,


 


(b)       with
respect to Initial Term Loans that are Eurodollar Rate Loans, 5.00% and


 


(c)        with
respect to any Incremental Term Loans or any Refinancing Term Loans, as set forth in the applicable Incremental Amendment or Refinancing
Amendment.


 


“Available
Amount” means, as of any date of determination, an amount, not less than zero in the aggregate, determined on a cumulative
basis equal to, without duplication:


 


(a)       an
amount equal to $5,000,000; plus


 


(b)        the
Cumulative Retained Excess Cash Flow Amount; plus


 


(c)        the
cumulative amount of Net Issuance Proceeds Not Otherwise Applied from issuances of Qualified Capital Stock received by the Borrower
after the Closing Date and prior to such date (other than any Net Issuance Proceeds in respect of Qualified Capital Stock issued
in respect of the 2020 Convertible Senior Notes or the 2020 Intercompany Note); plus


 


(d)     (i)
     the aggregate amount of proceeds received by the Borrower in cash or Cash Equivalents after the Closing Date from the sale
or other disposition of any Investment to the extent not required to be (A) used to prepay the Obligations or (B) reinvested, plus


 


(ii)        returns,
profits, distributions and similar amounts received in cash or Cash Equivalents after the Closing Date to the extent not included
or includable in Consolidated EBITDA or the Cumulative Retained Excess Cash Flow Amount,


 


in each instance in clauses (i)
and (ii), on or in respect of Investments to the extent such Investment was originally funded with and in reliance on the Available
Amount (but, in the aggregate for clauses (i) and (ii), not in excess of the original amount of the Available Amount used to fund
such Investment); minus


 


(e)        any
amount of the Available Amount used to make Investments pursuant to Section 7.01(j) after the Closing Date and prior to such time;
minus


 


(f)        any
amount of the Available Amount used to make Restricted Payments pursuant to Section 7.04(a)(viii) after the Closing Date and prior
to such time; minus


 


(g)        any
amount of the Available Amount used to prepay Junior Indebtedness pursuant to Section 7.04(b)(v) after the Closing Date and prior
to such time.


 


“Benchmark
Replacement” means the sum of: (a) the alternate benchmark rate (which may include Term SOFR) that has been
selected by the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a
replacement rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or
then-prevailing market convention for determining a rate of interest as a replacement to the Eurodollar Rate for U.S. dollar
denominated syndicated credit facilities and (b) the Benchmark Replacement Adjustment; provided that, if the Benchmark
Replacement as so determined would be less than 1.00%, the Benchmark Replacement will be deemed to be 1.00% for the purposes
of this Agreement.


 






    2


     


    

 


“Eurodollar
Rate” means for any Interest Period with respect to any Eurodollar Rate Loan, the higher of (a) the rate per annum determined
by the Administrative Agent to be the rate for deposits in Dollars for a period approximately equal to such Interest Period and
in an amount approximately equal to the principal amount of such Eurodollar Rate Loan which appears on the Reuters Screen LIBOR01
Page as of 11:00 a.m. (London time) on the second Business Day prior to the first day of such Interest Period (adjusted for any
and all assessments, surcharges and reserve requirements) and (b) 1.00%. If such interest rate shall cease to be available from
the above-described Reuters report, the Eurodollar Rate shall be determined from such financial reporting service as the Administrative
Agent shall reasonably determine and use with respect to its other loan facilities for which interest is determined based on the
London interbank offered rate.


 


“Loan
Documents” means this Agreement, the First Amendment, the Second Amendment, each Note, each Security Document, the Fee
Letter, each Subordination Agreement, each Compliance Certificate, the ABL Intercreditor Agreement, any Junior Lien Intercreditor
Agreement, any Pari Passu Intercreditor Agreement, any agreement creating or perfecting rights in cash collateral pursuant to the
provisions of Section 2.14 (but specifically excluding any Secured Cash Management Agreement and Secured Hedge Agreement),
and each other agreement, document or instrument delivered by any Credit Party in connection with any Loan Document, whether or
not specifically mentioned herein or therein.


 


(c)               
Section 7.02 of the Existing Credit Agreement is hereby amended by adding clause (q) at the end thereof as set forth below:


 


(q)       unsecured
Indebtedness of Parent pursuant to the 2020 Intercompany Note (or any Permitted Refinancing thereof) not to exceed the aggregate
principal amount of the 2020 Convertible Senior Notes; provided that the terms and conditions of such Indebtedness
shall be substantially similar to such terms and conditions of the 2020 Convertible Senior Notes reviewed by the Administrative
Agent on the Second Amendment Effective Date and shall not be amended in a manner materially adverse to the Lenders without the
consent of the Administrative Agent.


 


(d)               
The Administrative Agent and the Lenders hereby acknowledge and confirm that, except when an Event of Default shall have
occurred and be continuing, nothing contained in Section 7.04 of the Amended Credit Agreement, in any other provision of
the Amended Credit Agreement, or in any provision of any other Loan Document shall prohibit, restrict or otherwise impair any Credit
Party’s payment of regularly scheduled interest payments when due in respect of the 2020 Intercompany Note, as of the date
hereof, so long as the proceeds thereof will be used by PetIQ, Inc. to pay regularly scheduled interest payments when due in respect
of the 2020 Convertible Senior Notes.


 






    3


     


    

 


Section 2.                 
Conditions to Effectiveness


 


This Amendment shall
become effective as of the date hereof only upon the satisfaction or waiver of all of the conditions precedent (the date of satisfaction
or waiver of such conditions being referred to herein as the “Amendment Effective Date”) set forth below have
been satisfied:


 


(a)               
Amendment. The Administrative Agent shall have received counterparts of this Amendment executed and delivered by
each of the (i) Borrower and each other Guarantor party hereto and (ii) the Lenders party hereto (consisting of the Required Lenders);


 


(b)               
Amendment to ABL Credit Agreement. The Administrative Agent shall have received a copy of a fully executed amendment
to the ABL Credit Agreement, in form and substance reasonably satisfactory to the Required Lenders;


 


(c)               
Default. No Default or Event of Default shall have occurred and be continuing at the time of incurrence of this Amendment
or the transactions contemplated hereby or could result therefrom;


 


(d)               
Closing Certificate. The Administrative Agent shall have received a customary certificate, dated as of the Amendment
Effective Date, signed by a chief executive officer, chief financial officer or another senior officer of the Borrower, confirming
compliance with the conditions precedent set forth in clauses (c) and (e) of this Section 3 has been satisfied;


 


(e)               
Representations and Warranties. Each of the representations and warranties made by any Credit Party in or pursuant
to the Loan Documents shall be true and correct in all material respects on and as of the date hereof as if made on and as of such
date except, (i) to the extent that such representations and warranties expressly relate to an earlier date, in which case they
shall be true and correct in all material respects as of such date and (ii) that any representation and warranty that is qualified
as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects; and


 


(f)                
Fees and Expenses. The Borrower shall have paid all reasonable documented out-of-pocket expenses incurred by the
Administrative Agent (including the reasonable and documented fees, charges and disbursements of counsel) in connection with this
Amendment, to the extent invoiced three (3) Business Days prior to the Amendment Effective Date (except as otherwise reasonably
agreed by the Borrower).


 


Section 3.                 
Reaffirmation, Acknowledgment and Consent


 


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 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 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 Existing Credit Agreement and this Amendment and consents to
the amendments to the Existing Credit Agreement effected pursuant to this 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 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 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 Amendment.


 






    4


     


    

 


Section 4.                 
Miscellaneous


 


(a)               
Reference to and Effect on the Credit Agreement and the other Loan Documents.


 


(i)                
On and after the Amendment Effective Date, each reference in the Existing Credit Agreement to “this Agreement,”
 “hereunder,” “hereof,” “herein” or words of like import referring to the Existing Credit Agreement,
and each reference in the other Loan Documents to the “Credit Agreement,” “thereunder,” “thereof”
or words of like import referring to the Existing Credit Agreement, shall mean and be a reference to the Amended Credit Agreement.


 


(ii)              
Except as specifically amended by this Amendment, the Existing Credit Agreement and the other Loan Documents shall remain
in full force and effect and are hereby ratified and confirmed.


 


(b)               
Loan Document. This Amendment shall constitute a Loan Document under the terms of the Amended Credit Agreement.


 


(c)               
Non-Reliance on Administrative Agent. Each Lender acknowledges that it has independently and without reliance upon
the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Amendment. Each Lender also acknowledges that it will, without reliance upon
the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate,
continue to make its own credit decisions in taking or not taking action under or based upon this Amendment, the Amended Credit
Agreement, any other Loan Document, any related agreement or any document furnished hereunder or thereunder.


 


(d)               
No Novation.  By its execution of this Amendment, each of the parties hereto acknowledges and agrees that the terms
of this Amendment do not constitute a novation, but, rather, an amendment of the terms of a pre-existing Indebtedness and related
agreement, as evidenced by the Amended Credit Agreement.


 


(e)               
Headings. Section and Subsection headings in this Amendment are included for convenience of reference only and shall
not affect the interpretation of this Amendment.


 


(f)                
Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK WITHOUT REGARD OF CONFLICTS OF LAW RULES THAT WOULD RESULT IN THE APPLICATION OF A DIFFERENT GOVERNING LAW. The provisions
of Sections 10.04 and 10.14(b), (c), (d) and (e) of the Amended Credit Agreement are incorporated
by reference herein and made a part hereof.


 


(g)                Counterparts.
This 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 contract. Delivery of an
executed counterpart of a signature page of this Amendment by telecopy or other electronic imaging means shall be effective
as delivery of a manually executed counterpart of this Amendment. The words “execution,” “signed,”
 “signature,” “delivery,” and words of like import in or relating to this Amendment or any document to
be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include electronic
signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect,
validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the federal
Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any
other state laws based on the Uniform Electronic Transactions Act, and the parties hereto consent to conduct the transactions
contemplated hereunder by electronic means.


 


(h)               
Severability. If any provision of this Amendment is held to be illegal, invalid or unenforceable, (i) the legality,
validity and enforceability of the remaining provisions of this Amendment shall not be affected or impacted thereby and (ii) the
parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity
of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction.


 


[Signature pages follow]


 






    5


     


    

 


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


 


	 	Borrower:
	 	 
	 	 
	 	PETIQ,
    LLC, an Idaho limited liability company
	 	 
	 	 
	 	By: 	/s/ McCord Christensen
	 	 	Name: McCord Christensen
	 	 	Title: Chief Executive Officer




 


[Signature Page to Second Amendment]


 






     


     


    

 


	 	Guarantors:
	 	 
	 	 
	 	PETIQ
    HOLDINGS, LLC, a Delaware limited liability
	 	company
	 	 
	 	 
	 	By:  	/s/ McCord Christensen
	 	 	Name: McCord Christensen
	 	 	Title: Chief Executive Officer
	 	 
	 	 
	 	TRUE
    SCIENCE HOLDINGS, LLC, a Florida limited
	 	liability
    company
	 	 
	 	By:	/s/ McCord Christensen
	 	 	Name: McCord Christensen
	 	 	Title: Chief Executive Officer
	 	 
	 	 
	 	TRURX
    LLC, an Idaho limited liability company
	 	 
	 	By:	/s/ McCord Christensen
	 	 	Name: McCord Christensen
	 	 	Title: Chief Executive Officer




 


[Signature Page to Second Amendment]


 






     


     


    

 


	 	TRU
    PRODIGY, LLC, a Texas limited liability
	 	company
	 	 
	 	By:   	/s/ McCord Christensen
	 	 	Name: McCord Christensen
	 	 	Title: Chief Executive Officer
	 	 
	 	 
	 	COMMUNITY
    VETERINARY CLINICS, LLC, a
	 	Delaware
    limited liability company
	 	 
	 	 
	 	By: 	/s/ McCord Christensen
	 	 	Name: McCord Christensen
	 	 	Title: Chief Executive Officer
	 	 
	 	 
	 	PET
    SERVICES OPERATING, LLC, a Delaware
	 	limited
    liability company
	 	 
	 	 
	 	By: 	/s/ McCord Christensen
	 	 	Name: McCord Christensen
	 	 	Title: Chief Executive Officer
	 	 
	 	 
	 	VIP
    PETCARE, LLC, a California limited liability
	 	company
	 	 
	 	 
	 	By: 	/s/ McCord Christensen
	 	 	Name: McCord Christensen
	 	 	Title: Chief Executive Officer
	 	 
	 	 
	 	PAWSPLUS
    MANAGEMENT, LLC, a Delaware
	 	limited
    liability company
	 	 
	 	 
	 	By: 	/s/ McCord Christensen
	 	 	Name: McCord Christensen
	 	 	Title: Chief Executive Officer




 


[Signature Page to Second Amendment]


 






     


     


    

 


 


	 	COMMUNITY
    CLINICS, INC., a California
	 	corporation
	 	 
	 	By:  	/s/ McCord Christensen
	 	 	Name: McCord Christensen
	 	 	Title: Chief Executive Officer
	 	 
	 	 
	 	HBH
    ENTERPRISES LLC,
	 	a
    Utah limited liability company
	 	 
	 	 
	 	By: 	/s/ McCord Christensen
	 	 	Name: McCord Christensen
	 	 	Title: Chief Executive Officer
	 	 
	 	 
	 	SERGEANT’S
    PET CARE PRODUCTS, INC.,
	 	a
    Michigan corporation
	 	 
	 	 
	 	By: 	/s/ McCord Christensen
	 	 	Name: McCord Christensen
	 	 	Title: Chief Executive Officer
	 	 
	 	 
	 	SPC
    TRADEMARKS, LLC,
	 	a
    Texas limited liability company
	 	 
	 	 
	 	By: 	/s/ McCord Christensen
	 	 	Name: McCord Christensen
	 	 	Title: Chief Executive Officer
	 	 
	 	 
	 	VELCERA,
    INC.,
	 	a
    Delaware corporation
	 	 
	 	 
	 	By: 	/s/ McCord Christensen
	 	 	Name: McCord Christensen
	 	 	Title: Chief Executive Officer



 


[Signature Page to Second Amendment]


 






    


     


    

 


	 	 
	 	ARES
    CAPITAL CORPORATION, as Administrative
	 	Agent
    and a Lender
	 	 
	 	 
	 	By:	/s/ Joshua Bloomstein
	 	 	Name: Joshua Bloomstein
	 	 	Title: Authorized Signatory




 


[Signature Page to Second Amendment]


 






     


     


    

 


	 	Lenders:
	 	 
	 	 
	 	ARES
    CAPITAL CORPORATION
	 	 
	 	 
	 	By:  	/s/ Joshua Bloomstein
	 	 	Name: Joshua Bloomstein
	 	 	Title: Authorized Signatory
	 	 
	 	 
	 	CADEX
    CREDT FINANCING, LLC
	 	 
	 	 
	 	By: 	/s/ Joshua Bloomstein
	 	 	Name: Joshua Bloomstein
	 	 	Title: Authorized Signatory
	 	 
	 	 
	 	ARES
    JASPER FUND HOLDINGS, LLC
	 	By:
    Ares Capital Management LLC, as servicer
	 	 
	 	 
	 	By: 	/s/ Joshua Bloomstein
	 	 	Name: Joshua Bloomstein
	 	 	Title: Authorized Signatory
	 	 
	 	 
	 	ARES
    ND CSF HOLDINGS LLC
	 	By:
    Ares Capital Management LLC, as servicer
	 	 
	 	 
	 	By: 	/s/ Joshua Bloomstein
	 	 	Name: Joshua Bloomstein
	 	 	Title: Authorized Signatory
	 	 
	 	 
	 	AREAS
    CREDIT STRATEGIES INSURANCE
	 	DEDICATED
    FUND SERIES INTERESTS OF THE
	 	SALI
    MULTI-SERIES FUND, L.P.
	 	By:
    Ares Management LLC, its investment subadvisor
	 	By:
    Ares Capital Management LLC, as subadvisor
	 	 
	 	 
	 	By: 	/s/ Joshua Bloomstein
	 	 	Name: Joshua Bloomstein
	 	 	Title: Authorized Signatory




 


[Signature Page to Second Amendment]


 






     


     


    

 


	 	ARES
    CSIDF HOLDINGS, LLC
	 	By:
    Ares Capital Management LLC, as servicer
	 	 
	 	 
	 	By:  	/s/ Joshua Bloomstein
	 		Name: Joshua Bloomstein
	 		Title: Authorized Signatory
	 	 
	 	 
	 	AC
    AMERICAN FIXED INCOME IV, L.P.
	 	By:
    Ares Capital Management LLC, its investment
	 	manager
	 	 
	 	 
	 	By: 	/s/ Joshua Bloomstein
	 		Name: Joshua Bloomstein
	 		Title: Authorized Signatory
	 	 
	 	 
	 	FEDERAL
    INSURANCE COMPANY
	 	By:
    Ares Capital Management LLC, its investment
	 	manager
	 	 
	 	 
	 	By: 	/s/ Joshua Bloomstein
	 		Name: Joshua Bloomstein
	 		Title: Authorized Signatory
	 	 
	 	 
	 	NATIONWIDE
    LIFE INSURANCE COMPANY
	 	By:
    Ares Capital Management LLC, its investment
	 	manager
	 	 
	 	 
	 	By: 	/s/ Joshua Bloomstein
	 		Name: Joshua Bloomstein
	 		Title: Authorized Signatory
	 	 
	 	 
	 	NATIONWIDE
    MUTUAL INSURANCE
	 	COMPANY
	 	By:
    Ares Capital Management LLC, its investment
	 	manager
	 	 
	 	 
	 	By: 	/s/ Joshua Bloomstein
	 		Name: Joshua Bloomstein
	 		Title: Authorized Signatory




 


[Signature Page to Second Amendment]


 






     


     


    

 


	 	GREAT
    AMERICAN LIFE INSURANCE
	 	COMPANY
	 	By:
    Ares Capital Management LLC, its investment
	 	manager
	 	 
	 	 
	 	By:  	/s/ Joshua Bloomstein
	 	 	Name: Joshua Bloomstein
	 	 	Title: Authorized Signatory
	 	 
	 	 
	 	GREAT
    AMERICAN INSURANCE COMPANY
	 	By:
    Ares Capital Management LLC, its investment
	 	manager
	 	 
	 	 
	 	By: 	/s/ Joshua Bloomstein
	 	 	Name: Joshua Bloomstein
	 	 	Title: Authorized Signatory
	 	 
	 	 
	 	BOWHEAD
    IMC LP
	 	By:
    Ares Capital Management LLC, its investment
	 	manager
	 	 
	 	 
	 	By: 	/s/ Joshua Bloomstein
	 	 	Name: Joshua Bloomstein
	 	 	Title: Authorized Signatory
	 	 
	 	 
	 	AN
    CREDIT STRATEGIES FUND, L.P.
	 	By:
    Ares Capital Management LLC, its investment
	 	manager
	 	 
	 	 
	 	By: 	/s/ Joshua Bloomstein
	 	 	Name: Joshua Bloomstein
	 	 	Title: Authorized Signatory




 


[Signature Page to Second Amendment]


 






     


     


    

 


	 	DIVERSIFIED
    LOAN FUND – PRIVATE DEBT A
	 	S.A
    R.L,
	 	By:
    Ares Management LLC, its portfolio manager
	 	By:
    Ares Capital Management LLC, its subadvisor
	 	 
	 	By:  	/s/ Joshua Bloomstein
	 	 	Name: Joshua Bloomstein
	 	 	Title: Authorized Signatory
	 	 
	 	 
	 	SA
    REAL ASSETS 20 LIMITED
	 	By:
    Ares Management LLC, its investment manager
	 	By:
    Areas Capital Management LLC, its subadvisor
	 	 
	 	 
	 	By: 	/s/ Joshua Bloomstein
	 	 	Name: Joshua Bloomstein
	 	 	Title: Authorized Signatory
	 	 
	 	 
	 	AO
    MIDDLE MARKET CREDIT L.P.
	 	By:
    OCM Middle Market Credit G.P. Inc., its general
	 	partner
	 	 
	 	 
	 	By: 	/s/ K. Patel
	 	 	Name: K. Patel
	 	 	Title: Director
	 	 
	 	 
	 	By: 	/s/ Jeremy Ehrlich
	 	 	Name: Jeremy Ehrlich
	 	 	Title: Director




 


[Signature Page to Second Amendment]


 






     


     


    

 


	 	IVY
    HILL MIDDLE MARKET CREDIT FUND IV, LTD
	 	By:
    Ivy Hill Asset Management, L.P., as Portfolio Manager, as a Lender
	 	 
	 	By: 
    	/s/
    Sheryl Cleary
	 	 	Name: Sheryl
    Cleary
	 	 	Title:
    MD



 


	 	IVY
    HILL MIDDLE MARKET CREDIT FUND V, LTD
	 	By:
    Ivy Hill Asset Management, L.P., as Portfolio Manager, as a Lender
	 	 
	 	By: 
    	/s/
    Sheryl Cleary
	 	 	Name: Sheryl
    Cleary
	 	 	Title:
    MD









 





	 	IVY
    HILL MIDDLE MARKET CREDIT FUND VIII, LTD
	 	By:
    Ivy Hill Asset Management, L.P., as Collateral Manager, as a Lender
	 	 
	 	By: 
    	/s/
    Sheryl Cleary
	 	 	Name: Sheryl
    Cleary
	 	 	Title:
    MD



 


	 	IVY
    HILL MIDDLE MARKET CREDIT FUND XII, LTD
	 	By:
    Ivy Hill Asset Management, L.P., as Asset Manager, as a Lender
	 	 
	 	By: 
    	/s/
    Sheryl Cleary
	 	 	Name: Sheryl
    Cleary
	 	 	Title:
    MD






 


[Signature
Page to Second Amendment]


 












     


     


    

 


	 	IVY
    HILL MIDDLE MARKET CREDIT FUND XIV, LTD
	 	By:
    Ivy Hill Asset Management, L.P., as Asset Manager, as a Lender
	 	 
	 	By: 
    	/s/
    Sheryl Cleary
	 	 	Name: Sheryl
    Cleary
	 	 	Title:
    MD



  


	 	IVY
    HILL MIDDLE MARKET CREDIT FUND XV, LTD
	 	By:
    Ivy Hill Asset Management, L.P., as Asset Manager, as a Lender
	 	 
	 	By: 
    	/s/
    Sheryl Cleary
	 	 	Name: Sheryl
    Cleary
	 	 	Title:
    MD






 


	 	IVY
    HILL MIDDLE MARKET CREDIT FUND XVI, LTD
	 	By:
    Ivy Hill Asset Management, L.P., as Asset Manager, as a Lender
	 	 
	 	By: 
    	/s/
    Sheryl Cleary
	 	 	Name: Sheryl
    Cleary
	 	 	Title:
    MD






 


	 	FEDERAL
    INSURANCE COMPANY
	 	By:
    Ivy Hill Asset Management, L.P., as investment manager, as a Lender
	 	 
	 	By: 
    	/s/
    Sheryl Cleary
	 	 	Name: Sheryl
    Cleary
	 	 	Title:
    MD



  


[Signature
Page to Second Amendment]