ACAS 10Q 3.31.14 EX10.1




Exhibit 10.1
AMENDMENT NO. 2


AMENDMENT NO. 2 dated as of February 26, 2014 between AMERICAN CAPITAL, LTD. (the “Borrower”), the “Lenders” party to the Credit Agreement referred to below and JPMORGAN CHASE BANK, N.A., in its capacity as Administrative Agent (the “Administrative Agent”) under the Credit Agreement referred to below.


The Borrower, the “Lenders” and the Administrative Agent, are parties to a Senior Secured Term Loan Credit Agreement dated as of August 22, 2012, as amended by that certain Amendment No. 1 dated as of August 23, 2013 (as modified and supplemented and in effect from time to time, the “Credit Agreement”), providing, subject to the terms and conditions thereof, for extensions of credit (by means of loans and letters of credit) to be made by said lenders to the Borrower in an aggregate principal or face amount not exceeding $450,000,000.  


The Borrower and the Lenders wish now to amend the Credit Agreement in certain respects, and accordingly, the parties hereto hereby agree as follows:


Section 1.  Definitions.  Except as otherwise defined in this Amendment No. 2, terms defined in the Credit Agreement are used herein as defined therein.


Section 2.  Amendments.  Subject to the satisfaction of the conditions precedent specified in Section 5 below, but effective as of the date hereof, the Credit Agreement shall be amended as follows:


2.01.  References Generally.  References in the Credit Agreement (including references to the Credit Agreement as amended hereby) to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to be references to the Credit Agreement as amended hereby.  


2.02.  Amended Terms.  


		
	(a)
	Section 1.01 of the Credit Agreement shall be amended by amending and restating in their entirety the below definitions as follows: 




“Adjusted LIBO Rate” means, for the Interest Period for any Eurocurrency Borrowing, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate for such Interest Period; provided that, at no time shall the Adjusted LIBO Rate be less than 0.75%.


“Applicable Margin” means, for any day, with respect to any ABR Loan, 1.75%, and in the case of any Eurocurrency Loan, 2.75%.


“Maturity Date” means August 22, 2017.


		
	(b)
	Section 2.07(a) shall be amended by deleting the first sentence in its entirety and replacing it with “On each of August 22, 2014, August 21, 2015 and August 22, 2016, the Borrower shall repay the principal of the Loans in an aggregate amount equal to 







$4,500,000.”  The remainder of Section 2.07(a) of the Credit Agreement shall remain unchanged.


		
	(c)
	Section 2.08(d) of the Credit Agreement shall be amended by deleting the date “February 22, 2014” and replacing it with “February 23, 2015.”




Section 3.  Representations and Warranties.  The Borrower represents and warrants to the Lenders and the Administrative Agent that (a) the representations and warranties set forth in Article III of the Credit Agreement, and in each of the other Loan Documents, are true and correct in all material respects on the date hereof as if made on and as of the date hereof (or, if any such representation or warranty is expressly stated to have been made as of or refers to a specific date, such representation or warranty shall be true and correct in all material respects as of such specific date), and as if each reference in said Article III to “this Agreement” included reference to this Amendment No. 2, except that for purposes of this Section 3(a), the references to “December 31, 2011” in the representations and warranties contained in Sections 3.04(a) and (b) of the Credit Agreement shall be deemed to refer “December 31, 2013” and (b) no Default or Event of Default has occurred and is continuing.


Section 4.  Confirmation of Security Documents.  The Borrower, by its execution of this Amendment No. 2, for and on behalf of itself and each Obligor, (a) hereby consents to this Amendment No. 2, (b) confirms and ratifies that all of its obligations and the security interests granted by it under each of the Security Documents to which it is a party shall continue in full force and effect in favor of the Collateral Agent for the benefit of the Secured Parties (as defined therein) with respect to the Credit Agreement as amended hereby and (c) confirms that all references in such Security Documents to the “Credit Agreement” (or words of similar import) refer to the Credit Agreement as amended hereby without impairing any such obligations or security interests in any respect.  


Section 5.  Conditions Precedent.  The amendments to the Credit Agreement set forth in Section 2 and the adjustments to the Commitments set forth in Schedule I attached hereto shall become effective as of the date hereof (the “Amendment No. 2 Effective Date”) upon which each of the following conditions precedent shall be satisfied:


(a)    Execution.  The Administrative Agent shall have received counterparts of this Amendment No. 2 executed by the Borrower, the Administrative Agent, the Required Lenders, each of the Lenders party to the Credit Agreement that will have a Commitment or outstanding Loans owing to it immediately after the Amendment No. 2 Effective Date and each Person that will become a Lender in connection with this Amendment No. 2.


(b)    Fees and Expenses.  The Administrative Agent shall have received evidence of the payment by the Borrower of all fees payable to the Lenders on the Amendment No. 2 Effective Date that the Borrower has agreed to pay in connection with this Amendment No. 2.  The Borrower shall have paid all reasonable and documented expenses (including the reasonable and documented legal fees of Milbank, Tweed, Hadley & McCloy LLP) for which invoices have been presented.


(c)    Corporate Matters.  The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of the Borrower and the authorization of 





the transactions contemplated hereunder, all in form and substance reasonably satisfactory to the Administrative Agent.


(d)    Officer’s Certificate.  The Administrative Agent shall have received a certificate, dated the date hereof and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming the representations and warranties set forth in Section 3 of this Amendment No. 2.


Section 6.  Miscellaneous.  Except as herein provided, the Credit Agreement and the Guarantee and Security Agreement shall remain unchanged and in full force and effect.  This Amendment No. 2 shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents. This Amendment No. 2 may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Amendment No. 2 by signing any such counterpart.  This Amendment No. 2 shall be governed by, and construed in accordance with, the law of the State of New York.









IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to the Credit Agreement to be duly executed and delivered as of the day and year first above written.


AMERICAN CAPITAL, LTD.




By: /s/ Samuel A. Flax            
Name:  Samuel A. Flax
Title: Executive Vice President, General Counsel and Secretary















ADMINISTRATIVE AGENT


JPMORGAN CHASE BANK, N.A.,
  as Administrative Agent and Collateral Agent




By: /s/ Jack A. Matteis            
Name:  Jack A. Matteis
Title: Executive Director









LENDERS








JMP Credit Advisor CLO I LTD.,
  as a Lender






By: /s/ Ronald J. Banks            
Name:  Ronald J. Banks
Title:  Managing Director









LENDERS








JMP Credit Advisor CLO II LTD.,
  as a Lender






By: /s/ Ronald J. Banks            
Name:  Ronald J. Banks
Title:  Managing Director









LENDERS








COA Caerus CLO Ltd.,
  as a Lender


By: 3i Debt Management US, LLC,
  as Manager




By: /s/ David Nadeau            
Name:  David Nadeau
Title:  Partner









LENDERS








Fraser Sullivan CLO II, Ltd.,
  as a Lender


By: 3i Debt Management US, LLC,
  as Manager




By: /s/ David Nadeau            
Name:  David Nadeau
Title:  Partner









LENDERS








Octagon Paul Credit Fund Series I, Ltd.,
  as a Lender


By: Octagon Credit Investors, LLC,
  as Portfolio Manager




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









LENDERS








Octagon Investment Partners XII, 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









LENDERS








Venture XI CLO, Limited.,
  as a Lender


By: its investment advisor, 
MJX Asset Management, LLC




By: /s/ Hans Christensen            
Name:  Hans Christensen
Title: Chief Investment Officer









LENDERS








Black Diamond CLO 2006-1 (Cayman) LTD.,
  as a Lender


By: Black Diamond CLO 2006-1 Adviser, L.L.C.,
  As its Collateral Manager




By: /s/ Stephen H. Deckoff            
Name:  Stephen H. Deckoff
Title: Managing Principal









LENDERS








BANK OF AMERICA, N.A.,
  as a Lender






By: /s/ Jonathan M. Barnes        
Name:  Jonathan M. Barnes
Title:  Vice President









LENDERS






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









LENDERS








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











LENDERS








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









LENDERS








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











LENDERS








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











LENDERS








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






By: /s/ Virginia R. Conway        
Name:  Virginia R. Conway
Title:  Attorney-in-Fact









LENDERS








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






By: /s/ Jennifer Thompson        
Name:  Jennifer Thompson
Title:  Authorized Signatory









LENDERS








Flagship CLO VI,
  as a Lender


By: Deutsche Investment Management Americas, Inc.,
As Collateral Manager




By: /s/ Eric S. Meyer            
Name:  Eric S. Meyer
Title:  Managing Director




By: /s/ Antonio V. Versaci            
Name:  Antonio V. Versaci
Title:  Director













LENDERS








DWS Floating Rate Fund,
  as a Lender


By: Deutsche Investment Management Americas, Inc.,
Investment Advisor




By: /s/ Eric S. Meyer            
Name:  Eric S. Meyer
Title:  Managing Director




By: /s/ Antonio V. Versaci            
Name:  Antonio V. Versaci
Title:  Director









LENDERS








DB FUNDS – DB FUNDS FLOATING RATE LOANS,                                                             
  as a Lender


By: Deutsche Investment Management Americas, Inc.,
As Collateral Manager




By: /s/ Eric S. Meyer            
Name:  Eric S. Meyer
Title:  Managing Director




By: /s/ Antonio V. Versaci            
Name:  Antonio V. Versaci
Title:  Director









LENDERS








DUANE STREET CLO III, LTD.,
  as a Lender


By: Napier Park Global Capital, LLC,
As Collateral Manager




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













LENDERS








DUANE STREET CLO IV, LTD.,
  as a Lender


By: Napier Park Global Capital, LLC,
As Collateral Manager




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











LENDERS








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






By: /s/ Adrien Deberghes        
Name:  Adrien Deberghes
Title:  Deputy Treasurer









LENDERS








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






By: /s/ Adrien Deberghes        
Name:  Adrien Deberghes
Title:  Deputy Treasurer 









LENDERS






DNSMORE LLC
GENDOS LLC
GENTRACE LLC
GENUNO LLC
NP1 LLC
SILVER ROCK FINANCIAL LLC,
  as a Lender






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









LENDERS








BlueMountain CLO 2011-1 Ltd.,
  as a Lender


By: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC, Its Collateral Manager






By: /s/ David Finn            
Name:  David Finn
Title:  Operations Analyst









LENDERS








BlueMountain CLO 2012-1 Ltd.,
  as a Lender


By: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC, Its Collateral Manager






By: /s/ David Finn            
Name:  David Finn
Title:  Operations Analyst 









LENDERS








BlueMountain CLO 2012-2 Ltd.,
  as a Lender


By: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC, Its Collateral Manager






By: /s/ David Finn            
Name:  David Finn
Title:  Operations Analyst 









LENDERS








Bluemountain CLO 2013-1 Ltd.,
  as a Lender


By: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC, Its Collateral Manager






By: /s/ David Finn            
Name:  David Finn
Title:  Operations Analyst









LENDERS








Bluemountain CLO 2013-2 Ltd.,
  as a Lender


By: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC, Its Collateral Manager






By: /s/ David Finn            
Name:  David Finn
Title:  Operations Analyst











LENDERS








Bluemountain CLO 2013-3 Ltd.,
  as a Lender


By: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC, Its Collateral Manager






By: /s/ David Finn            
Name:  David Finn
Title:  Operations Analyst









LENDERS








LightPoint CLO VII, Ltd.,
  as a Lender


By: Neuberger Berman Fixed Income LLC, 
   as collateral manager






By: /s/ Colin Donlan            
Name:  Colin Donlan
Title:  Authorized Signatory









LENDERS








Maryland State Retirement and Pension System,
  as a Lender


By: Neuberger Berman Fixed Income LLC, 
   as collateral manager






By: /s/ Colin Donlan            
Name:  Colin Donlan
Title:  Authorized Signatory









LENDERS








NB Global Floating Rate Income Fund Limited,
  as a Lender






By: /s/ Colin Donlan            
Name:  Colin Donlan
Title:  Authorized Signatory









LENDERS








Neuberger Berman - Floating Rate Income Fund,                                                           
  as a Lender






By: /s/ Colin Donlan            
Name:  Colin Donlan
Title:  Authorized Signatory 









LENDERS








Neuberger Berman CLO XII, LTD.,
  as a Lender


By: Neuberger Berman Fixed Income LLC, 
   as collateral manager






By: /s/ Colin Donlan            
Name:  Colin Donlan
Title:  Authorized Signatory









LENDERS








Neuberger Berman CLO XIII, Ltd.,
  as a Lender






By: /s/ Colin Donlan            
Name:  Colin Donlan
Title:  Authorized Signatory









LENDERS








Neuberger Berman CLO XIV, Ltd.,
  as a Lender


By: Neuberger Berman Fixed Income LLC, 
   as collateral manager






By: /s/ Colin Donlan            
Name:  Colin Donlan
Title:  Authorized Signatory









LENDERS








Neuberger Berman CLO XV, Ltd.,
  as a Lender


By: Neuberger Berman Fixed Income LLC, 
   as collateral manager






By: /s/ Colin Donlan            
Name:  Colin Donlan
Title:  Authorized Signatory









LENDERS








Neuberger Berman Investment Funds II Plc.,
  as a Lender






By: /s/ Colin Donlan            
Name:  Colin Donlan
Title:  Authorized Signatory











LENDERS








Neuberger Berman Senior Floating Rate Income Fund LLC,                                                           
  as a Lender






By: /s/ Colin Donlan            
Name:  Colin Donlan
Title:  Authorized Signatory









LENDERS








Neuberger Berman Strategic Income Fund,
  as a Lender






By: /s/ Colin Donlan            
Name:  Colin Donlan
Title:  Authorized Signatory









LENDERS








ATRIUM V,
  as a Lender


By: Credit Suisse Asset Management, LLC, 
   as collateral manager






By: /s/ Thomas Flannery            
Name:  Thomas Flannery
Title:  Managing Director











LENDERS








ATRIUM VIII,
  as a Lender


By: Credit Suisse Asset Management, LLC, 
   as collateral manager






By: /s/ Thomas Flannery            
Name:  Thomas Flannery
Title:  Managing Director











LENDERS








AUSTRALIANSUPER,
  as a Lender


By: Credit Suisse Asset Management, LLC, 
   as sub-advisor to Bentham Asset Management Pty Ltd. in its capacity as agent of and investment manager for AustralianSuper Pty Ltd. in its capacity as trustee of AustralianSuper






By: /s/ Thomas Flannery            
Name:  Thomas Flannery
Title:  Managing Director









LENDERS








CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM,                 
  as a Lender


By: Credit Suisse Asset Management, LLC, 
   as investment manager






By: /s/ Thomas Flannery            
Name:  Thomas Flannery
Title:  Managing Director











LENDERS








CREDIT SUISSE DOLLAR SENIOR LOAN FUND, LTD.,                                                   
  as a Lender


By: Credit Suisse Asset Management, LLC, 
   as investment manager






By: /s/ Thomas Flannery            
Name:  Thomas Flannery
Title:  Managing Director











LENDERS








CREDIT SUISSE SENIOR LOAN INVESTMENT UNIT TRUST (for Qualified Institutional Investors Only),                           
  as a Lender


By: Credit Suisse Asset Management, LLC, 
   as investment manager






By: /s/ Thomas Flannery            
Name:  Thomas Flannery
Title:  Managing Director











LENDERS








Credit Suisse Floating Rate Trust,
  as a Lender


By: Credit Suisse Asset Management, LLC, 
   as its investment manager






By: /s/ Thomas Flannery            
Name:  Thomas Flannery
Title:  Managing Director











LENDERS








MADISON PARK FUNDING II, LTD.,
  as a Lender


By: Credit Suisse Asset Management, LLC, 
   as collateral manager






By: /s/ Thomas Flannery            
Name:  Thomas Flannery
Title:  Managing Director











LENDERS








MADISON PARK FUNDING III, LTD.,
  as a Lender


By: Credit Suisse Asset Management, LLC, 
   as collateral manager






By: /s/ Thomas Flannery            
Name:  Thomas Flannery
Title:  Managing Director









LENDERS








MADISON PARK FUNDING IV, LTD.,
  as a Lender


By: Credit Suisse Asset Management, LLC, 
   as collateral manager






By: /s/ Thomas Flannery            
Name:  Thomas Flannery
Title:  Managing Director











LENDERS








MADISON PARK FUNDING V, LTD.,
  as a Lender


By: Credit Suisse Asset Management, LLC, 
   as collateral manager






By: /s/ Thomas Flannery            
Name:  Thomas Flannery
Title:  Managing Director









LENDERS








MADISON PARK FUNDING VI, LTD.,
  as a Lender


By: Credit Suisse Asset Management, LLC, 
   as collateral manager






By: /s/ Thomas Flannery            
Name:  Thomas Flannery
Title:  Managing Director











LENDERS








MADISON PARK FUNDING VII, LTD.,
  as a Lender


By: Credit Suisse Asset Management, LLC, 
   as portfolio manager






By: /s/ Thomas Flannery            
Name:  Thomas Flannery
Title:  Managing Director











LENDERS








MADISON PARK FUNDING XI, LTD.,
  as a Lender


By: Credit Suisse Asset Management, LLC, 
   as portfolio manager






By: /s/ Thomas Flannery            
Name:  Thomas Flannery
Title:  Managing Director











LENDERS








STATE OF NEW MEXICO STATE INVESTMENT COUNCIL,            
  as a Lender


By: authority delegated to the New Mexico State Investment Office
By: Credit Suisse Asset Management, LLC, 
   its investment manager






By: /s/ Thomas Flannery            
Name:  Thomas Flannery
Title:  Managing Director









LENDERS








Hamlet II, 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











LENDERS








Octagon Investment Partners XI, 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









LENDERS








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


By: Octagon Credit Investors, LLC, 
   as Portfolio Manager






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











LENDERS








Bridgeport CLO II Ltd.,
  as a Lender


By: Deerfield Capital Management LLC, 
   its Collateral Manager






By: /s/ Elizabeth Chow            
Name:  Elizabeth Chow
Title:  Authorized Signatory









LENDERS








Bridgeport CLO Ltd.,
  as a Lender


By: Deerfield Capital Management LLC, 
   its Collateral Manager






By: /s/ Elizabeth Chow            
Name:  Elizabeth Chow
Title:  Authorized Signatory









LENDERS








Burr Ridge CLO Plus Ltd.,
  as a Lender


By: Deerfield Capital Management LLC, 
   its Collateral Manager






By: /s/ Elizabeth Chow            
Name:  Elizabeth Chow
Title:  Authorized Signatory











LENDERS








CIFC Funding 2006-IB, Ltd.,
  as a Lender


By: CIFC Asset Management LLC, 
   its Collateral Manager






By: /s/ Elizabeth Chow            
Name:  Elizabeth Chow
Title:  Authorized Signatory











LENDERS








CIFC Funding 2011-I, Ltd.,
  as a Lender


By: CIFC Asset Management LLC, 
   its Collateral Manager






By: /s/ Elizabeth Chow                
Name:  Elizabeth Chow
Title:  Authorized Signatory 









LENDERS








CIFC Funding 2012-I, Ltd.,
  as a Lender


By: CIFC Asset Management LLC, 
   its Collateral Manager






By: /s/ Elizabeth Chow            
Name:  Elizabeth Chow
Title:  Authorized Signatory 









LENDERS








ColumbusNova CLO Ltd. 2006-I,
  as a Lender


By: Columbus Nova Credit Investments Management, LLC, its Collateral Manager




By: /s/ Elizabeth Chow            
Name:  Elizabeth Chow
Title:  Authorized Signatory









LENDERS








ColumbusNova CLO Ltd. 2006-II,
  as a Lender


By: Columbus Nova Credit Investments Management, LLC, its Collateral Manager




By: /s/ Elizabeth Chow            
Name:  Elizabeth Chow
Title:  Authorized Signatory









LENDERS








ColumbusNova CLO Ltd. 2007-I,
  as a Lender


By: Columbus Nova Credit Investments Management, LLC, its Collateral Manager




By: /s/ Elizabeth Chow            
Name:  Elizabeth Chow
Title:  Authorized Signatory











LENDERS








Hewitt’s Island CLO V, Ltd.,
  as a Lender


By: CypressTree Investment Management, LLC, its Collateral Manager




By: /s/ Elizabeth Chow            
Name:  Elizabeth Chow
Title:  Authorized Signatory









LENDERS








Marquette Park CLO Ltd.,
  as a Lender


By: Deerfield Capital Management LLC, 
   its Collateral Manager




By: /s/ Elizabeth Chow            
Name:  Elizabeth Chow
Title:  Authorized Signatory











LENDERS








Primus CLO II, Ltd.,
  as a Lender


By: CypressTree Investment Management, LLC, its Collateral Manager




By: /s/ Elizabeth Chow            
Name:  Elizabeth Chow
Title:  Authorized Signatory









LENDERS








Schiller Park CLO Ltd.,
  as a Lender


By: Deerfield Capital Management LLC, 
   its Collateral Manager




By: /s/ Elizabeth Chow            
Name:  Elizabeth Chow
Title:  Authorized Signatory









LENDERS








Palmer Square CLO 2013-1, Ltd.,
  as a Lender


By: Palmer Square Capital Management LLC, 
   as Portfolio Manager




By: /s/ Douglas E. Campbell            
Name:  Douglas E. Campbell
Title:  Managing Principal









LENDERS








Palmer Square CLO 2013-2, Ltd.,
  as a Lender


By: Palmer Square Capital Management LLC, 
   as Portfolio Manager




By: /s/ Douglas E. Campbell            
Name:  Douglas E. Campbell
Title:  Managing Principal









LENDERS








Kaiser Foundation Hospitals,
  as a Lender




consent subject to L+275,
0.75% floor pricing




By: /s/ Frances Polanco            
Name:  Frances Polanco
Title:  Trading Operations Specialist









LENDERS








CSAA Insurance Exchange,
  as a Lender




consent subject to L+275,
0.75% floor pricing




By: /s/ Frances Polanco            
Name:  Frances Polanco
Title:  Trading Operations Specialist 









LENDERS








Bill and Melinda Gates Foundation Trust,
  as a Lender




consent subject to L+275,
0.75% floor pricing




By: /s/ Frances Polanco            
Name:  Frances Polanco
Title:  Trading Operations Specialist









LENDERS








City of New York Group Trust,
  as a Lender




consent subject to L+275,
0.75% floor pricing




By: /s/ Frances Polanco            
Name:  Frances Polanco
Title:  Trading Operations Specialist









LENDERS








Mt. Whitney Securities Inc.,
  as a Lender




consent subject to L+275,
0.75% floor pricing




By: /s/ Frances Polanco            
Name:  Frances Polanco
Title:  Trading Operations Specialist 









LENDERS








Wells Capital Management 
23960800,            
  as a Lender




consent subject to L+275,
0.75% floor pricing




By: /s/ Frances Polanco            
Name:  Frances Polanco
Title:  Trading Operations Specialist









LENDERS








Wells Fargo Advantage Multi-Sector Income Fund,                                                                    
  as a Lender




consent subject to L+275,
0.75% floor pricing




By: /s/ Frances Polanco            
Name:  Frances Polanco
Title:  Trading Operations Specialist 









LENDERS








Wells Fargo Floating Rate Loan Fund,
  as a Lender




consent subject to L+275,
0.75% floor pricing




By: /s/ Frances Polanco            
Name:  Frances Polanco
Title:  Trading Operations Specialist 









LENDERS








Municipal Employees’ Annuity and Benefit Fund of Chicago (Symphony),                      
  as a Lender


By: Symphony Asset Management LLC




By: /s/ Scott Caraher            
Name:  Scott Caraher
Title:  Portfolio Manager









LENDERS








Nuveen Floating Rate Income Fund,
  as a Lender


By: Symphony Asset Management LLC




By: /s/ Scott Caraher            
Name:  Scott Caraher
Title:  Portfolio Manager









LENDERS








Nuveen Floating Rate Income Opportunity Fund,                                                            
  as a Lender


By: Symphony Asset Management LLC




By: /s/ Scott Caraher            
Name:  Scott Caraher
Title:  Portfolio Manager









LENDERS








Nuveen Senior Income Fund,
  as a Lender


By: Symphony Asset Management LLC




By: /s/ Scott Caraher            
Name:  Scott Caraher
Title:  Portfolio Manager









LENDERS








Nuveen Short Duration Credit Opportunities Fund,                                                              
  as a Lender


By: Symphony Asset Management LLC




By: /s/ Scott Caraher            
Name:  Scott Caraher
Title:  Portfolio Manager









LENDERS








Nuveen Symphony Credit Opportunities Fund,
  as a Lender


By: Symphony Asset Management LLC




By: /s/ Scott Caraher            
Name:  Scott Caraher
Title:  Portfolio Manager











LENDERS








Nuveen Symphony Floating Rate Income Fund,
  as a Lender


By: Symphony Asset Management LLC




By: /s/ Scott Caraher            
Name:  Scott Caraher
Title:  Portfolio Manager











LENDERS








Principal Funds Inc, – Diversified Real Estate Fund,                                                                
  as a Lender


By: Symphony Asset Management LLC




By: /s/ Scott Caraher            
Name:  Scott Caraher
Title:  Portfolio Manager











LENDERS








SSF Trust,
  as a Lender


By: Symphony Asset Management LLC




By: /s/ Scott Caraher            
Name:  Scott Caraher
Title:  Portfolio Manager











LENDERS








Symphony CLO I, LTD.,
  as a Lender


By: Symphony Asset Management LLC




By: /s/ Scott Caraher            
Name:  Scott Caraher
Title:  Portfolio Manager











LENDERS








Symphony CLO III, LTD.,
  as a Lender


By: Symphony Asset Management LLC




By: /s/ Scott Caraher            
Name:  Scott Caraher
Title:  Portfolio Manager









LENDERS








Symphony CLO VII, LTD.,
  as a Lender


By: Symphony Asset Management LLC




By: /s/ Scott Caraher            
Name:  Scott Caraher
Title:  Portfolio Manager









LENDERS








Symphony CLO X, Ltd.,
  as a Lender


By: Symphony Asset Management LLC




By: /s/ Scott Caraher            
Name:  Scott Caraher
Title:  Portfolio Manager 









LENDERS








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


By: Symphony Asset Management LLC




By: /s/ Scott Caraher            
Name:  Scott Caraher
Title:  Portfolio Manager 









LENDERS








ALM IV, Ltd.,
  as a Lender


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




By: /s/ Joe Moroney            
Name:  Joe Moroney
Title:  Vice President 









LENDERS








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 









LENDERS








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









LENDERS








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 









LENDERS








APOLLO CREDIT FUNDING I LTD.,
  as a Lender


By: Apollo Fund Management LLC,
  as its Collateral Manager




By: /s/ Joe Moroney            
Name:  Joe Moroney
Title:  Vice President 









LENDERS








CORNERSTONE CLO LTD.,
  as a Lender


By: Apollo Debt Advisors LLC,
  as its Collateral Manager




By: /s/ Joe Moroney            
Name:  Joe Moroney
Title:  Vice President









LENDERS








Gulf Stream – Compass CLO 2007, Ltd.,
  as a Lender


By: Gulf Stream Asset Management LLC,
  as Collateral Manager




By: /s/ Joe Moroney            
Name:  Joe Moroney
Title:  Vice President









LENDERS








Gulf Stream – Rashinban CLO 2006-I, Ltd.,
  as a Lender


By: Gulf Stream Asset Management LLC,
  as Collateral Manager




By: /s/ Joe Moroney            
Name:  Joe Moroney
Title:  Vice President 









LENDERS








Gulf Stream – Sextant CLO 2006-1, Ltd.,
  as a Lender


By: Gulf Stream Asset Management LLC,
  as Collateral Manager




By: /s/ Joe Moroney            
Name:  Joe Moroney
Title:  Vice President 









LENDERS








Gulf Stream – Sextant CLO 2007-1, Ltd.,
  as a Lender


By: Gulf Stream Asset Management LLC,
  as Collateral Manager




By: /s/ Joe Moroney            
Name:  Joe Moroney
Title:  Vice President 









LENDERS








RAMPART CLO 2006-1 LTD.,
  as a Lender


By: Apollo Debt Advisors LLC,
  as its Collateral Manager




By: /s/ Joe Moroney            
Name:  Joe Moroney
Title:  Authorized Signatory 









LENDERS








RAMPART CLO 2007 Ltd.,
  as a Lender


By: Apollo Debt Advisors LLC,
  as its Collateral Manager




By: /s/ Joe Moroney            
Name:  Joe Moroney
Title:  Authorized Signatory 









LENDERS








STONE TOWER CLO VI LTD.,
  as a Lender


By: Apollo Debt Advisors LLC,
  as its Collateral Manager




By: /s/ Joe Moroney            
Name:  Joe Moroney
Title:  Authorized Signatory 









LENDERS








STONE TOWER CLO VII LTD.,
  as a Lender


By: Apollo Debt Advisors LLC,
  as its Collateral Manager




By: /s/ Joe Moroney            
Name:  Joe Moroney
Title:  Authorized Signatory









LENDERS








STONE TOWER CLO V LTD.,
  as a Lender


By: Apollo Debt Advisors LLC,
  as its Collateral Manager




By: /s/ Joe Moroney            
Name:  Joe Moroney
Title:  Authorized Signatory 









LENDERS








Fraser Sullivan CLO VI Ltd.,
  as a Lender


By: 3i Debt Management US, LLC,
  as Manager




By: /s/ David Nadeau            
Name:  David Nadeau
Title:  Partner









LENDERS








GoldenTree Loan Opportunities III, Ltd.,
  as a Lender


By: GoldenTree Asset Management, LP
  




By: /s/ Karen Weber            
Name:  Karen Weber
Title:  Authorized Signatory 









LENDERS








GoldenTree Loan Opportunities IV, Ltd.,
  as a Lender


By: GoldenTree Asset Management, LP
  




By: /s/ Karen Weber            
Name:  Karen Weber
Title:  Authorized Signatory









LENDERS








Post Advisory Group, LLC, not in its individual capacity but solely as authorized agent for and on behalf of: Post Intermediate Term High Yield Fund, L.P.,                                                
  as a Lender






By: /s/ Jeremy Sagi            
Name:  Jeremy Sagi
Title:  Portfolio Manager









LENDERS








Post Advisory Group, LLC, not in its individual capacity but solely as authorized agent for and on behalf of: Post Intermediate Term High Yield Fund II, L.P.,                                             
  as a Lender






By: /s/ Jeremy Sagi            
Name:  Jeremy Sagi
Title:  Portfolio Manager











LENDERS








Post Advisory Group, LLC, not in its individual capacity but solely as authorized agent for and on behalf of: Post Intermediate Term High Yield Fund,                                                         
  as a Lender






By: /s/ Jeremy Sagi            
Name:  Jeremy Sagi
Title:  Portfolio Manager











LENDERS








Post Advisory Group, LLC, not in its individual capacity but solely as authorized agent for and on behalf of: Post Limited Term High Yield Fund, L.P.,                                                          
  as a Lender






By: /s/ Jeremy Sagi            
Name:  Jeremy Sagi
Title:  Portfolio Manager









LENDERS








Post Advisory Group, LLC, not in its individual capacity but solely as authorized agent for and on behalf of: Post Short Duration High Yield Fund,                                                                   
  as a Lender






By: /s/ Jeremy Sagi            
Name:  Jeremy Sagi
Title:  Portfolio Manager









LENDERS








Post Advisory Group, LLC, not in its individual capacity but solely as authorized agent for and on behalf of: 
Master SIF SICAV-SIF,                                      
  as a Lender






By: /s/ Jeremy Sagi            
Name:  Jeremy Sagi
Title:  Portfolio Manager









LENDERS








AGF FLOATING RATE INCOME FUND,
  as a Lender


By: Eaton Vance Management,
  as Portfolio Manager






By: /s/ Michael B. Botthof            
Name:  Michael B. Botthof
Title:  Vice President









LENDERS








Eaton Vance CDO VII PLC.,
  as a Lender


By: Eaton Vance Management,
  as Interim Investment Advisor






By: /s/ Michael B. Botthof            
Name:  Michael B. Botthof
Title:  Vice President











LENDERS








Eaton Vance CDO VIII, Ltd.,
  as a Lender


By: Eaton Vance Management,
  as Investment Advisor






By: /s/ Michael B. Botthof            
Name:  Michael B. Botthof
Title:  Vice President











LENDERS








Eaton Vance CDO IX, Ltd.,
  as a Lender


By: Eaton Vance Management,
  as Investment Advisor






By: /s/ Michael B. Botthof            
Name:  Michael B. Botthof
Title:  Vice President









LENDERS








Eaton Vance CDO X, PLC.,
  as a Lender


By: Eaton Vance Management,
  as Investment Advisor






By: /s/ Michael B. Botthof            
Name:  Michael B. Botthof
Title:  Vice President









LENDERS








DaVinci Reinsurance Ltd.,
  as a Lender


By: Eaton Vance Management,
  as Investment Advisor






By: /s/ Michael B. Botthof            
Name:  Michael B. Botthof
Title:  Vice President 









LENDERS








Eaton Vance Floating-Rate Income Plus Fund,
  as a Lender


By: Eaton Vance Management,
  as Investment Advisor






By: /s/ Michael B. Botthof            
Name:  Michael B. Botthof
Title:  Vice President









LENDERS








Eaton Vance Senior Floating-Rate Trust,
  as a Lender


By: Eaton Vance Management,
  as Investment Advisor






By: /s/ Michael B. Botthof            
Name:  Michael B. Botthof
Title:  Vice President









LENDERS








Eaton Vance Floating-Rate Income Trust,
  as a Lender


By: Eaton Vance Management,
  as Investment Advisor






By: /s/ Michael B. Botthof            
Name:  Michael B. Botthof
Title:  Vice President









LENDERS








Eaton Vance International (Cayman Islands) Floating-Rate Income Portfolio,                    ,
  as a Lender


By: Eaton Vance Management,
  as Investment Advisor






By: /s/ Michael B. Botthof            
Name:  Michael B. Botthof
Title:  Vice President









LENDERS








Eaton Vance Senior Income Trust,
  as a Lender


By: Eaton Vance Management,
  as Investment Advisor






By: /s/ Michael B. Botthof            
Name:  Michael B. Botthof
Title:  Vice President









LENDERS








Eaton Vance Short Duration Diversified Income Fund,                                                                    ,
  as a Lender


By: Eaton Vance Management,
  as Investment Advisor






By: /s/ Michael B. Botthof            
Name:  Michael B. Botthof
Title:  Vice President









LENDERS








Eaton Vance Institutional Senior Loan Fund,
  as a Lender


By: Eaton Vance Management,
  as Investment Advisor






By: /s/ Michael B. Botthof            
Name:  Michael B. Botthof
Title:  Vice President









LENDERS








Eaton Vance Limited Duration Income Fund,
  as a Lender


By: Eaton Vance Management,
  as Investment Advisor






By: /s/ Michael B. Botthof            
Name:  Michael B. Botthof
Title:  Vice President









LENDERS








GRAYSON & CO.,
  as a Lender


By: Boston Management and Research,
  as Investment Advisor






By: /s/ Michael B. Botthof            
Name:  Michael B. Botthof
Title:  Vice President









LENDERS








MET INVESTORS SERIES TRUST – MET/EATON VANCE FLOATING RATE PORTFOLIO,                                                  
  as a Lender


By: Eaton Vance Management,
  as Investment Sub-Advisor






By: /s/ Michael B. Botthof            
Name:  Michael B. Botthof
Title:  Vice President









LENDERS








Pacific Select Fund Floating Rate Loan Portfolio,                                                
  as a Lender


By: Eaton Vance Management,
  as Investment Sub-Advisor






By: /s/ Michael B. Botthof            
Name:  Michael B. Botthof
Title:  Vice President









LENDERS








Pacific Life Funds-PL Floating Rate Loan Fund,
  as a Lender


By: Eaton Vance Management,
  as Investment Sub-Advisor






By: /s/ Michael B. Botthof            
Name:  Michael B. Botthof
Title:  Vice President









LENDERS








Renaissance Reinsurance Ltd.,
  as a Lender


By: Eaton Vance Management,
  as Investment Advisor






By: /s/ Michael B. Botthof            
Name:  Michael B. Botthof
Title:  Vice President









LENDERS








Columbia Funds Variable Series Trust II – Variable Portfolio,                                      
  as a Lender


By: Eaton Vance Management,
  as Investment Sub-Advisor






By: /s/ Michael B. Botthof            
Name:  Michael B. Botthof
Title:  Vice President









LENDERS








Senior Debt Portfolio,
  as a Lender


By: Boston Management and Research,
  as Investment Advisor






By: /s/ Michael B. Botthof            
Name:  Michael B. Botthof
Title:  Vice President









LENDERS








Eaton Vance VT Floating-Rate Income Fund,
  as a Lender


By: Eaton Vance Management,
  as Investment Advisor






By: /s/ Michael B. Botthof            
Name:  Michael B. Botthof
Title:  Vice President









LENDERS








BlackRock Short Duration High Income Fund,
  as a Lender


By: BlackRock Institutional Trust Company, N.A.    (BTC)






By: /s/ Dale J. Fieffe            
Name:  Dale Fieffe
Title:  VP – Leveraged Finance Operations Team









LENDERS








Aetna Health Inc.,
  as a Lender


By: BlackRock Investment Management, LLC,
  Its Investment Manager






By: /s/ Dale J. Fieffe            
Name:  Dale Fieffe
Title:  Authorized Signatory









LENDERS








Aetna Health Management, LLC,
  as a Lender


By: BlackRock Investment Management, LLC,
  Its Investment Manager






By: /s/ Dale J. Fieffe            
Name:  Dale Fieffe
Title:  Authorized Signatory









LENDERS








Aetna Life Insurance Company,
  as a Lender


By: BlackRock Investment Management, LLC,
  Its Investment Manager






By: /s/ Dale J. Fieffe            
Name:  Dale Fieffe
Title:  Authorized Signatory









LENDERS








BMI CLO I,
  as a Lender


By: BlackRock Financial Management, Inc.,
  Its Investment Manager






By: /s/ Dale J. Fieffe            
Name:  Dale Fieffe
Title:  Authorized Signatory









LENDERS








BlackRock Corporate High Yield Fund VI, Inc.,
  as a Lender


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






By: /s/ Dale J. Fieffe            
Name:  Dale Fieffe
Title:  Authorized Signatory









LENDERS








BlackRock Debt Strategies Fund, Inc.,
  as a Lender


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






By: /s/ Dale J. Fieffe            
Name:  Dale Fieffe
Title:  Authorized Signatory









LENDERS








BlackRock Defined Opportunity Credit Trust,
  as a Lender


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






By: /s/ Dale J. Fieffe            
Name:  Dale Fieffe
Title:  Authorized Signatory









LENDERS








BlackRock Floating Rate Income Strategies Fund, Inc.,                                                     
  as a Lender


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






By: /s/ Dale J. Fieffe            
Name:  Dale Fieffe
Title:  Authorized Signatory









LENDERS








BlackRock Floating Rate Income Trust,
  as a Lender


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






By: /s/ Dale J. Fieffe            
Name:  Dale Fieffe
Title:  Authorized Signatory









LENDERS








BlackRock Funds II, BlackRock Floating Rate Income Portfolio,                                               
  as a Lender


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






By: /s/ Dale J. Fieffe            
Name:  Dale Fieffe
Title:  Authorized Signatory









LENDERS








BlackRock Funds II, BlackRock Multi-Asset Income Portfolio,                                            
  as a Lender


By: BlackRock Advisors, LLC,
  its Sub-Advisor






By: /s/ Dale J. Fieffe            
Name:  Dale Fieffe
Title:  Authorized Signatory









LENDERS








BlackRock Funds II, BlackRock Strategic Income Opportunities Portfolio,                
  as a Lender


By: BlackRock Financial Management, Inc.,
  its Registered Sub-Advisor






By: /s/ Dale J. Fieffe            
Name:  Dale Fieffe
Title:  Authorized Signatory









LENDERS








BlackRock Global Investment Series: Income Strategies Portfolio,                                         
  as a Lender


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






By: /s/ Dale J. Fieffe            
Name:  Dale Fieffe
Title:  Authorized Signatory









LENDERS








BlackRock Global Long/Short Credit Fund of BlackRock Funds,                                            
  as a Lender


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






By: /s/ Dale J. Fieffe            
Name:  Dale Fieffe
Title:  Authorized Signatory









LENDERS








BlackRock Limited Duration Income Trust,
  as a Lender


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






By: /s/ Dale J. Fieffe            
Name:  Dale Fieffe
Title:  Authorized Signatory









LENDERS








BlackRock Secured Credit Portfolio of BlackRock Funds II,                             
  as a Lender


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






By: /s/ Dale J. Fieffe            
Name:  Dale Fieffe
Title:  Authorized Signatory









LENDERS








BlackRock Senior Floating Rate Portfolio,
  as a Lender


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






By: /s/ Dale J. Fieffe            
Name:  Dale Fieffe
Title:  Authorized Signatory









LENDERS








BlackRock Senior Income Series IV,
  as a Lender


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






By: /s/ Dale J. Fieffe            
Name:  Dale Fieffe
Title:  Authorized Signatory









LENDERS








BlackRock Senior Income Series V Limited,
  as a Lender


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






By: /s/ Dale J. Fieffe            
Name:  Dale Fieffe
Title:  Authorized Signatory









LENDERS








Ironshore Inc.,
  as a Lender


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






By: /s/ Dale J. Fieffe            
Name:  Dale Fieffe
Title:  Authorized Signatory









LENDERS








JPMBI re Blackrock Bankloan Fund,
  as a Lender


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






By: /s/ Dale J. Fieffe            
Name:  Dale Fieffe
Title:  Authorized Signatory









LENDERS








Magnetite VIII, Limited,
  as a Lender


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






By: /s/ Dale J. Fieffe            
Name:  Dale Fieffe
Title:  VP – Leveraged Finance Operations Team









LENDERS








Permanens Capital Floating Rate Fund LP,
  as a Lender


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






By: /s/ Dale J. Fieffe            
Name:  Dale Fieffe
Title:  Authorized Signatory









LENDERS








Strategic Income Opportunities Bond Fund,
  as a Lender


By: BlackRock Institutional Trust Company, NA, not in its individual capacity but as Trustee of Strategic Income Opportunities Bond Fund






By: /s/ Dale J. Fieffe            
Name:  Dale Fieffe
Title:  Authorized Signatory









SCHEDULE I


Schedule of Commitments


[On file with the Administrative Agent]