ablfirstamendment






                                                          EXECUTION VERSION                     FIRST AMENDMENT TO CREDIT AGREEMENT         FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of August 2,  2019 among ROADRUNNER  TRANSPORTATION  SYSTEMS,  INC.,  a  Delaware  corporation  (the  “Company”), each  of  the  Subsidiaries of  the  Company  identified  as  “Subsidiary  Guarantors”  on  the  signature pages to the Credit Agreement (the “Subsidiary Guarantors”), the Lenders (as defined below)  party  hereto  and BMO  HARRIS  BANK  N.A.,  as Administrative  Agent (the  “ABL Administrative  Agent”), each of which is a party to the Existing Credit Agreement (as defined below).         WHEREAS,  Company,  the  Subsidiary  Guarantors,  the  financial  institutions  from  time  to  time  party  thereto  as  lenders  (the  “Lenders”)  and  the ABL  Administrative  Agent are  parties  to  that  certain  Credit Agreement dated as of February 28, 2019 (as amended, supplemented, or otherwise modified from  time  to  time  prior  to this Amendment and  as  in  effect  immediately  prior  to  the  effectiveness  of this  Amendment, the “Existing Credit Agreement”, and as amended by this Amendment and as may be further  amended,  supplemented  or  otherwise  modified  and  in  effect  from  time  to  time,  the  “Amended  Credit  Agreement”).         WHEREAS, the Company and the Subsidiary Guarantors request that the Lenders and the ABL  Administrative  Agent amend  the  Existing  Credit  Agreement  in  certain respects,  and  the  Lenders  party  hereto and the ABL Administrative Agent are willing to so amend the Existing Credit Agreement, as set  forth below.         NOW  THEREFORE,  in  consideration  of  the  foregoing  and  for  other  good  and  valuable  consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:         Section 1.  Definitions.  Except as otherwise defined in this Amendment, terms defined in  the Amended Credit Agreement are used herein as defined therein.         Section 2.  Amendments  to  the  Existing  Credit  Agreement.   From  and  after  the First  Amendment Effective Date, the Existing Credit Agreement shall be amended as follows:         2.01. References  Generally.   References  in  the  Existing  Credit  Agreement  (including  references  to  the  Existing  Credit  Agreement  as  amended  hereby)  to  “this  Agreement”  (and  indirect  references  such  as  “hereunder”,  “hereby”,  “herein”  and  “hereof”)  and  each  reference  to  the  Existing  Credit Agreement in the other Loan Documents (and indirect references such as “thereunder”, “thereby”,  “therein” and “thereof”) shall be deemed to be references to the Existing Credit Agreement as amended  hereby.         2.02. Amended Language.               (a)   Section  1.01  of  the  Existing  Credit  Agreement  is  amended  by  amending  and        restating the following defined term as follows:                     “Fixed Charge Trigger Period” means the period (a)(i) at any time during              the period from the First Amendment Effective Date through October 31, 2019,              commencing  on  the  day  when  Adjusted  Excess  Availability  is  less  than              $17,500,000 and (ii) at any other time, commencing on the day when Adjusted              Excess Availability is less than the greater of (x) $17,500,000 and (y) 10.0% of              the  Maximum  Borrowing  Amount  and  (b)  continuing  until  the  day  Adjusted              Excess Availability exceeds the greater of (x) $17,500,000 and (y) 10.0% of the              Maximum Borrowing Amount for thirty (30) consecutive days.     AmericasActive:13726780.11  





 






      (b)   Section  1.01  of  the  Existing  Credit  Agreement  is  amended  by  adding  the  following defined terms as follows in alphabetical order:               “Acceptable  Letters of  Credit”  means one  or  more standby  letters of        credit satisfying each of the following:  (a) issued by HSBC Bank USA, National        Association or another bank acceptable to the Administrative Agent, (b) Elliott        Associates,  L.P.  is  the  applicant,  (c)  BMO,  as  administrative  agent,  is  the        beneficiary, (d) expiration no earlier than December 31, 2019, (e) may be drawn        by the Administrative Agent upon the earlier of (i) an Event of Default and (ii)        30  days  prior  the  expiration  date  for  such  letter  of  credit  if  it  has  not  been        replaced or extended  on terms  and  conditions  acceptable to the  Administrative        Agent  and  the  Required  Lenders  and  (f)  otherwise  on  terms  and  conditions        acceptable to the Administrative Agent and the Required Lenders; provided that        the Administrative Agent shall return such letter of credit (and remove such letter        of  credit  from  the  Borrowing  Base)  upon  request  of  the  Borrower  Agent  and        satisfaction of the following conditions:  (i) as of the date of return of such letter        of  credit  and  immediately  after  giving  effect  thereto,  no  Event  of  Default  has        occurred and is continuing, (ii) Adjusted Excess Availability immediately before        and after giving Pro Forma Effect to return of such letter of credit (and removing        such  letter  of  credit  from  the  Borrowing  Base),  and  on  an  average  basis  after        giving  Pro  Forma  Effect  to  return  of  such  letter  of  credit  (and  removing  such        letter of credit from the Borrowing Base) during the thirty (30) consecutive day        period ending on and including the date of return of such letter of credit, shall be        not less than, the greater of (A) 20.0% of the Maximum Borrowing Amount and        (B)  $40,000,000  and  (iii)  the  Administrative  Agent  shall  have  received  a        certificate  of  a  Responsible  Officer  of  the  Borrower  Agent certifying  as  to        compliance with the preceding clauses and demonstrating (in reasonable detail)        the calculations required thereby.               “Acceptable  Letter  of  Credit  Reimbursement  Agreement”  means  that        certain  RRTS – Elliott  Letter of  Credit  Fee  Letter  dated  as of August  2,  2019        among the Permitted Holders and the Company.               “First Amendment Effective Date” means August 2, 2019.         (c)   The  definition  of  “Borrowing  Base”  in Section 1.01 of  the  Existing  Credit  Agreement is amended by inserting a new clause (e) and re-lettering the subsequent clauses as  follows:               (e)   the lesser of (i) 100% of the amount of any Acceptable Letter of        Credit and (ii) $30,000,000; plus               (f)   the FILO Amount; minus               (g)   the amount of all Availability Reserves.         (d)   Section  7.02(f)  of  the  Existing  Credit  Agreement  is  amended  and  restated  as  follows:               (f)  on  or  before  September  15,  2019,  Borrower  Agent  shall  deliver  to        Administrative  Agent,  in  form  and  substance  reasonably  acceptable  to  the                                    2  





 






      Administrative  Agent,  a  reasonably  detailed  plan  for achieving  the  Company’s        stated liquidity goals and objectives in connection with its go-forward business        plan and strategy, which may include the sale of certain assets; and         (e)   Section  7.19 of  the  Existing  Credit  Agreement  is  amended  and  restated  as  follows               7.19  Treasury Management and Other Services.  Each Loan Party        shall  maintain  its  lockboxes,  Deposit  Accounts  (other  than  Excluded  Deposit        Accounts) and primary disbursement accounts exclusively with BMO, and shall        utilize BMO, Wells Fargo Bank, National Association or Bank of America, N.A.        for other Treasury Management and Other Services.         (f)   Section  8.01 of  the  Existing  Credit  Agreement  is  amended  by  (i)  re-lettering  clause (y) as (z) and (ii) inserting a new clause (y) as follows:               (y)   Indebtedness  under  the  Acceptable  Letter  of Credit        Reimbursement Agreement; and         (g)   Section 8.11 of the Existing Credit Agreement is amended by (i) amending and  restating clause (a) and (ii) adding a new clause (d), each as follows:               (a)   Make  or  pay,  directly  or  indirectly,  any  payment  or  other        distribution (whether in cash, securities or other property) of or in respect of (x)        principal of or interest on any Indebtedness, or any payment or other distribution        (whether  in  cash,  securities  or  other property),  including  any  sinking  fund  or        similar deposit, on account of the purchase, redemption, retirement, acquisition,        cancellation  or  termination  of  any  Indebtedness or  (y)  any  amounts  under  the        Acceptable  Letter  of  Credit  Reimbursement  Agreement,  including  any  taxes,        fees, charges or other costs or expenses, except:                     (i)   payments  when due  of regularly scheduled interest and              principal payments (including mandatory prepayments arising as a result              of a change of control or sale of substantially all assets), other than (x)              payments  in  respect  of  any  Subordinated Debt prohibited  by  the              Subordination Provisions thereof and (y) any payment in respect of the              Acceptable Letter of Credit Reimbursement Agreement;                     (ii)  payments  made  through  the  incurrence  of  Refinancing              Indebtedness;                     (iii) payments of secured Indebtedness that becomes due as a              result of a voluntary sale or transfer permitted hereunder of the property              securing such Indebtedness;                     (iv)  payments  made  solely  from  and  substantially              contemporaneously with the proceeds of the issuance of Equity Interests              by the Company (other than Disqualified Equity Interests);                      (v)   optional  payment,  prepayments  or  redemptions  in              respect of any Indebtedness (other than Subordinated Debt to the extent                                    3  





 






            contrary  to  the  Subordination  Provisions  applicable  thereto)  so  long  as              the Payment Conditions are satisfied (a “Specified Debt Payment”); and                     (vi)  payments  under  the  Acceptable  Letter  of  Credit              Reimbursement Agreement; provided that the following conditions have              been satisfied:  (i) as of the date of such payment and immediately after              giving effect thereto, no Event of Default has occurred and is continuing,              (ii) Adjusted Excess Availability immediately before and after giving Pro              Forma Effect to such payment, and on an average basis after giving Pro              Forma  Effect  to such  payment during the  thirty  (30)  consecutive  day              period ending on and  including the  date  of such payment, shall not be              less than, the greater of (A) 20.0% of the Maximum Borrowing Amount              and  (B)  $40,000,000  and  (iii)  the  Administrative  Agent  shall  have              received  a  certificate  of  a  Responsible  Officer  of  the  Borrower  Agent              certifying as to compliance with the preceding clauses and demonstrating              (in reasonable detail) the calculations required thereby (for the avoidance              of doubt, to the extent any such payment is being made contemporaneous              with  the  return  of  any  Acceptable  Letter  of  Credit (and removal such              letter  of  credit  from  the  Borrowing  Base) then  all  calculations  of              Adjusted Excess Availability  shall include the impact of both events).                                     ***               (d)   Amend, modify or change in any manner any term or condition        of the Acceptable Letter of Credit Reimbursement Agreement without the prior        written consent of the Administrative Agent.         (h)   Article XI of the Existing Credit Agreement is amended by adding a new Section  11.22:         11.22.  Acknowledgement Regarding Any Supported QFCs. To the extent that        the Loan Documents provide support, through a guarantee or otherwise, for any        Swap Contract or any other agreement or instrument that is a QFC (such support,        “QFC  Credit  Support”,  and  each  such  QFC,  a  “Supported  QFC”),  the  parties        acknowledge  and  agree  as  follows  with  respect  to  the  resolution  power  of  the        Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act        and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act        (together  with  the  regulations  promulgated  thereunder,  the  “U.S.  Special        Resolution  Regimes”)  in  respect  of  such  Supported  QFC  and  QFC  Credit        Support  (with  the  provisions  below  applicable  notwithstanding  that  the  Loan        Documents and any Supported QFC may in fact be stated to be governed by the        laws of the State of New York and/or of the United States or any other state of        the United States):                (a)   In the event a Covered Entity that is party to a Supported QFC        (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special        Resolution Regime, the transfer of such Supported QFC and the benefit of such        QFC Credit Support (and any interest and obligation in or under such Supported        QFC  and  such  QFC  Credit  Support,  and  any  rights  in  property  securing  such        Supported QFC or such QFC Credit Support) from such Covered Party will be        effective  to  the  same  extent  as  the  transfer  would  be  effective  under  the  U.S.                                   4  





 






            Special Resolution Regime if the Supported QFC and such QFC Credit Support              (and any such interest, obligation and rights in property) were governed by the              laws of the United States or a state of the United States. In the event a Covered              Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding              under  a  U.S.  Special  Resolution  Regime,  Default  Rights  under  the  Loan              Documents  that  might  otherwise  apply  to  such  Supported  QFC  or  any  QFC              Credit Support that may be exercised against such Covered Party are permitted to              be  exercised  to  no  greater  extent  than  such  Default  Rights  could  be  exercised              under the U.S. Special Resolution Regime if the Supported QFC and the Loan              Documents  were  governed  by  the  laws  of  the  United  States  or  a  state  of  the              United  States. Without limitation of the  foregoing, it is  understood and  agreed              that rights and remedies of the parties with respect to a Defaulting Lender shall in              no event affect the rights of any Covered Party with respect to a Supported QFC              or any QFC Credit Support.                     (b)   As  used  in  this  Section  11.22,  the  following  terms  have  the              following meanings:                     “BHC  Act  Affiliate”  of  a  party  means  an  “affiliate”  (as  such  term  is              defined  under, and  interpreted  in  accordance  with,  12  U.S.C.  1841(k))  of  such              party.                     “Covered Entity” means any of the following: (i) a “covered entity” as              that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);              (ii)  a  “covered  bank”  as  that  term  is  defined  in,  and  interpreted  in  accordance              with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and              interpreted in accordance with, 12 C.F.R. § 382.2(b).                     “Default Right” has the meaning assigned to that term in, and shall be              interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.                     “QFC”  has  the  meaning  assigned  to  the  term  “qualified  financial              contract”  in,  and  shall  be  interpreted  in  accordance  with,  12  U.S.C.              5390(c)(8)(D).         Section 3.  Representations and Warranties of the Loan Parties.  The Loan Parties represent  and warrant to the ABL Administrative Agent and the Lenders that as of the First Amendment Effective  Date:         3.01. each  of the representations and  warranties set forth in the  Amended Credit Agreement  and in the other Loan Documents are true and correct in all respects (or in all material respects for such  representations and warranties that are not by their terms already qualified as to materiality) as of the date  hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in  which case they shall be true and correct in all respects (or in all material respects for such representations  and warranties that are not by their terms already qualified as to materiality) as of such earlier date, and  except  that  for  purposes  of  this  Section 3.01,  (i)  the  representations  and  warranties  contained  in  Section 6.05(a) and (c) of the Amended Credit Agreement shall be deemed to refer to the most recent  statements furnished pursuant to clause (a) of Section 7.01 of the Amended Credit Agreement and (ii) the  representations and warranties contained in Section 6.05(b) of the Amended Credit Agreement shall be  deemed  to  refer  to  the  most  recent  statements  furnished  pursuant  to  clause (b)  of  Section 7.01  of  the  Amended Credit Agreement; and                                         5  





 






      3.02. both immediately before and after giving effect to this Amendment and the transactions  contemplated hereby, no Default shall have occurred and be continuing, or would result therefrom.         Section 4.  Conditions  Precedent to this Amendment.  This Amendment shall  become  effective  as  of  the  date,  upon  which  each  of  the  following  conditions  precedent  shall  be  satisfied  or  waived (the “First Amendment Effective Date”):         4.01. Amendment.   The ABL  Administrative  Agent shall  have  received  counterparts  of this  Amendment,  executed  by  the  Loan  Parties,  the ABL  Administrative  Agent and  the Required  Supermajority Lenders.         4.02. Acceptable Letters of Credit. The ABL Administrative Agent shall have received one or  more original Acceptable Letters of Credit in an amount of not less than $20,000,000 in the aggregate, in  form and substance acceptable to the ABL Administrative Agent.         4.03. Term  Loan  Amendment.  The  ABL  Administrative  Agent  shall  have  received a  fully  executed copy of the first amendment to the Term Loan Agreement, postponing the September 1, 2019  scheduled  amortization  payment pursuant  to clauses  (a)  and  (b)  of Section  2.05  of  the  Term  Loan  Agreement to December  1,  2019  and  otherwise in  form  and  substance  acceptable  to  the  ABL  Administrative Agent.         4.04. Costs and Expenses.  The Company shall have paid all reasonable and documented out- of-pocket costs and expenses of the ABL Administrative Agent in connection with this Amendment.         4.05. Fees.  The Company shall pay a fee to BMO in the amount of $100,000, for the account of  each of the Lenders, which fee shall be allocated to the Lenders on a pro rata basis in accordance with their  respective Commitments.         Section 5.  Reference to and Effect Upon the Existing Credit Agreement.         5.01. Except as specifically amended or waived above, the Existing Credit Agreement and the  other Loan Documents shall remain unchanged and in full force and effect and are hereby ratified and  confirmed.         5.02. The  execution,  delivery  and  effectiveness  of this Amendment shall  not  operate  as  a  waiver of any right, power or remedy of the ABL Administrative Agent or any Lender under the Existing  Credit Agreement or any Loan Document, nor constitute a waiver of any provision of the Existing Credit  Agreement or any Loan Document, except as specifically set forth herein.         Section 6.  Ratification  of  Liability.  As  of  the First  Amendment  Effective  Date,  the  Company  and  the  other  Loan  Parties,  as  debtors,  grantors,  pledgors,  guarantors,  assignors,  or  in  other  similar capacities in which such parties grant liens or security interests in their properties or otherwise act  as accommodation parties or guarantors, as the case may be, under the Loan Documents to which they are  a party, hereby ratify and reaffirm all of their payment and performance obligations and obligations to  indemnify, contingent or otherwise, under each of such Loan Documents to which they are a party, and  ratify and reaffirm their grants of liens on or security interests in their properties pursuant to such Loan  Documents  to which  they are  a  party, respectively, as  security for the  Obligations,  and  as  of the First  Amendment Effective  Date, each  such  Person hereby confirms  and  agrees  that such liens and security  interests hereafter secure all of the Obligations, including, without limitation, all additional Obligations  hereafter  arising  or  incurred  pursuant  to  or  in  connection  with this Amendment,  the Amended Credit  Agreement or any other Loan Document. As of the First Amendment Effective Date, the Company and                                          6  





 






the other Loan Parties further agree and reaffirm that the Loan Documents to which they are parties now  apply to all Obligations as defined in the Amended Credit Agreement (including, without limitation, all  additional Obligations hereafter arising or incurred pursuant to or in connection with this Amendment, the  Amended Credit Agreement or any other Loan Document). As of the First Amendment Effective Date,  the Company and the other Loan Parties (a) further acknowledge receipt of a copy of this Amendment, (b)  consent  to  the  terms  and  conditions  of  same,  and  (c)  agree  and  acknowledge  that  each  of  the  Loan  Documents to which they are a party remain in full force and effect and is hereby ratified and confirmed.         Section 7.  Miscellaneous.  Except as herein provided, the Existing Credit Agreement shall  remain unchanged and in full force and effect.  This Amendment is a Loan Document for all purposes of  the Amended Credit Agreement. This Amendment may be executed in any number of counterparts, and  by  different  parties  hereto  on  separate  counterpart  signature  pages,  and  all  such  counterparts  taken  together shall be deemed to constitute one and the same instrument.  Delivery of a counterpart signature  page by facsimile transmission or by e-mail transmission of an Adobe portable document format file (also  known as a “PDF” file) shall be effective as delivery of a manually executed counterpart signature page.   Section headings used in this Amendment are for reference only and shall not affect the construction of  this Amendment.         Section 8.  GOVERNING  LAW.  THIS   AMENDMENT,  AND  THE  RIGHTS  AND  DUTIES  OF  THE  PARTIES  HERETO,  SHALL  BE  GOVERNED  BY,  AND  CONSTRUED  IN  ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS.         Section 9.  Release  and  Waiver.  The  Loan  Parties  each  do  hereby  release  the ABL  Administrative Agent and each of the Lenders and each of their officers, directors, employees, agents,  attorneys, personal representatives, successors, predecessors and assigns from all manner of actions, cause  and  causes  of  action,  suits,  deaths,  sums  of  money,  accounts,  reckonings,  bonds,  bills,  specialties,  covenants, controversies, agreements,  promises,  variances,  trespasses,  damages, judgments,  executions,  claims and demands, whatsoever, in law or in equity, and particularly, without limiting the generality of  the foregoing, in connection with the Amended Credit Agreement and the other Loan Documents and any  agreements, documents and instruments relating to the Amended Credit Agreement and the other Loan  Documents and the administration of the Amended Credit Agreement and the other Loan Documents, all  indebtedness,  obligations  and  liabilities  of  the  Loan  Parties  to  the ABL  Administrative  Agent or  any  Lender and any agreements, documents and instruments relating to the Amended Credit Agreement and  the other Loan Documents (collectively, the “Claims”), which the Loan Parties now have against the ABL  Administrative Agent or any Lender or ever had, or which might be asserted by their heirs, executors,  administrators, representatives, agents, successors, or assigns based on any Claims which exist on or at  any time prior to the date of this Amendment.  The Loan Parties expressly acknowledge and agree that  they have been advised by counsel in connection with this Amendment and that they each understand that  this Section 10 constitutes a general release of the ABL Administrative Agent and the Lenders and that  they  each  intend  to  be  fully  and  legally  bound  by  the  same.   The  Loan  Parties  further  expressly  acknowledge  and  agree  that  this  general  release  shall  have  full  force  and  effect  notwithstanding  the  occurrence  of  a  breach  of  the  terms  of this Amendment or  an  Event  of  Default  or  Default  under  the  Amended Credit Agreement.                                 [signature pages follow]                                          7  





 






         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed  and delivered as of the day and year first above written.   BORROWER:                           ROADRUNNER  TRANSPORTATION  SYSTEMS,                                      INC.                                       By: /s/ Terence R. Rogers                                           Name: Terence R. Rogers                                      Title: EVP & CFO                                [Signature Page to Amendment]  





 






 SUBSIDIARY GUARANTORS:    A&A EXPRESS, LLC                       INTERNATIONAL TRANSPORTATION  A&A LOGISTICS, LLC                      HOLDINGS, INC.    ACTIVE AERO CHARTER, LLC               ISI LOGISTICS, LLC   ACTIVE AERO GROUP, INC.                ISI LOGISTICS SOUTH, LLC   ACTIVE AERO MOTOR CARRIER, LLC         ASCENT GLOBAL LOGISTICS   ACTIVE GLOBAL SOLUTIONS, LLC           INTERNATIONAL, LLC   ACTIVE PTM, LLC                        MESCA FREIGHT SERVICES, LLC    ASCENT GLOBAL LOGISTICS, LLC           MORGAN SOUTHERN, INC.    ASCENT GLOBAL LOGISTICS HOLDINGS,      PRIME DISTRIBUTION SERVICES, INC.   INC.                                   RICH TRANSPORT, LLC   BEECH HILL ENTERPRISES, LLC            ROADRUNNER EQUIPMENT LEASING, LLC   BIG ROCK TRANSPORTATION, LLC           ROADRUNNER FREIGHT CARRIERS, LLC   CAPITAL TRANSPORTATION LOGISTICS,      ROADRUNNER INTERMODAL SERVICES,   LLC                                    LLC   CENTRAL CAL TRANSPORTATION, LLC        ROADRUNNER TEMPERATURE   CTW TRANSPORT, LLC                     CONTROLLED, LLC   D&E TRANSPORT, LLC                     ROADRUNNER TRANSPORTATION   EVERETT LOGISTICS, LLC                 SERVICES, INC.   EXPEDITED FREIGHT SYSTEMS, LLC         ROADRUNNER TRUCKLOAD 2, LLC   GREAT NORTHERN TRANSPORTATION          ROADRUNNER TRUCKLOAD AGENT   SERVICES, LLC                          INVESTMENT, INC.    GROUP TRANSPORTATION SERVICES, LLC     ROADRUNNER TRUCKLOAD HOLDINGS,                                          LLC                                          RRTC HOLDINGS, INC.                                          SARGENT TRUCKING, LLC                                           SORTINO TRANSPORTATION, LLC                                          STAGECOACH CARTAGE AND                                          DISTRIBUTION, LLC                                          USA JET AIRLINES, INC.                                          WANDO TRUCKING, LLC                                          WORLD TRANSPORT SERVICES, LLC                                                                                                                              By: _/s/ Terence R. Rogers___________________                                          Name:   Terence R. Rogers                                          Title: Executive Vice President                                                                                                                  [Signature Page to Amendment]  





 






ABL ADMINISTRATIVE AGENT:           BMO  HARRIS  BANK  N.A.,  as ABL  Administrative                                      Agent                                           By: /s/ Clayton Foster                                              Name: Clayton Foster                                      Title: Assistant Vice President   LENDERS:                            BMO HARRIS BANK N.A., as a Lender                                          By: /s/ Clayton Foster                                              Name: Clayton Foster                                      Title: Assistant Vice President                                [Signature Page to Amendment]  





 






        WELLS FARGO BANK, NATIONAL ASSOCIATION,          as a Lender           By: /s/ Laura Wheeland                  Name: Laura Wheeland          Title: Vice President    [Signature Page to Amendment]  





 






        BANK OF AMERICA, NATIONAL ASSOCIATION, as          a Lender           By: /s/Brian Scawinski                  Name: Brian Scawinski          Title: Portfolio Specialist                                                       [Signature Page to Amendment]