Document

Execution Version



FOURTH AMENDMENT
FOURTH AMENDMENT, dated as of May 6, 2020 (this “Agreement”), among Gartner, Inc., a Delaware corporation (the “Borrower”), the Lenders party hereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), which shall amend that certain Credit Agreement, dated as of June 17, 2016 (as amended by that certain First Amendment, dated as of January 20, 2017, that certain Second Amendment, dated as of March 20, 2017, and that certain Incremental Agreement, dated as of April 5, 2017, the “Credit Agreement”), by and among the Borrower, each other Loan Party thereto, the several lenders from time to time parties thereto and JPMorgan Chase Bank, N.A. (the “Administrative Agent”).  
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to the Credit Agreement, and the Borrower has requested that the Credit Agreement be amended as set forth herein to, among other things, modify the financial covenants set forth in Section 7.1(a) and Section 7.1(b) of the Credit Agreement through December 31, 2021;
WHEREAS, as permitted by Section 10.1 of the Credit Agreement, the Required Lenders, the Required Pro-Rata Lenders and the Administrative Agent are willing to consent to the amendments to the Credit Agreement described in Section 2 below upon the terms and conditions set forth herein; 


NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1.  Defined Terms.  Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement. 
SECTION 2.  Amendments to Credit Agreement.  Effective as of the Amendment Effective Date (as defined below), each Lender party hereto (which collectively constitute the Required Lenders and, for the purposes of clause (f) and (g) below, the Required Pro-Rata Lenders) hereby consents to amend the Credit Agreement as follows: 
(a)The following definitions are hereby added to Section 1.1 of the Credit Agreement in alphabetical order:
“Affected Financial Institution”: (a) any EEA Financial Institution or (b) any UK Financial Institution. 
“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”: 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
          
         



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(iii)a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
“Covered Party”: as defined in Section 10.20.
“Default Right”: as defined in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.


“QFC”: 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).


“QFC Credit Support”: as defined in Section 10.20.


“Resolution Authority”: an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.
“Supported QFC”: as defined in Section 10.20.


“UK Financial Institutions”: any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.
“UK Resolution Authority”: the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution. 
“U.S. Special Resolution Regime”: as defined in Section 10.20.


(b)The following definitions in Section 1.1 of the Credit Agreement are hereby amended and restated in their entirety as follows:
“Bail-In Action”: the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.


“Bail-In Legislation”: (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom,  Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).


“EEA Financial Institution”: (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member 
         
        
         



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Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
“Write-Down and Conversion Powers”: (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom,  any powers of the applicable Resolution Authority  under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution  or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.
(c)Section 1.3 is hereby added to the Credit Agreement as follows:
           “1.3 Divisions.  For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized and acquired on the first date of its existence by the holders of its equity interests at such time.”


(d)The pricing grid in clause (b) of the definition of “Applicable Margin” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety as follows: 
         
        
         



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	Level	Consolidated Leverage Ratio	Applicable Margin for Eurodollar Revolving Loans	Applicable Margin for ABR Revolving Loans	Commitment Fee Rate
	I	≥ 5.00 to 1.00	3.25%	2.25%	0.50%
	II	> 4.50 to 1.00

< 5.00 to 1.00	2.75%	1.75%	0.40%
	III	 > 4.00 to 1.00
≤ 4.50 to 1.00
	2.00%	1.00%	0.35%
	IV	> 3.50 to 1.00

≤ 4.00 to 1.00	1.75%	0.75%	0.30%
	V	> 2.75 to 1.00

≤ 3.50 to 1.00	1.50%	0.50%	0.25%
	VI	> 1.75 to 1.00


≤ 2.75 to 1.00
	1.375%	0.375%	0.20%
	VII	> 0.75 to 1.00


≤ 1.75 to 1.00
	1.25%	0.25%	0.175%
	VIII	≤ 0.75 to 1.00	1.125%	0.125%	0.15%




(e)The pricing grid in clause (c) of the definition of “Applicable Margin” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety as follows: 
         
        
         



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	Level	Consolidated Leverage Ratio	Applicable Margin for Eurodollar Tranche A Term Loans	Applicable Margin for ABR Tranche A Term Loans
	I	≥ 5.00 to 1.00	3.25%	2.25%
	II	> 4.50 to 1.00
<  5.00 to 1.00
	2.75%	1.75%
	III	> 4.00 to 1.00
≤  4.50 to 1.00
	2.00%	1.00%
	IV	> 3.50 to 1.00

≤ 4.00 to 1.00	1.75%	0.75%
	V	> 2.75 to 1.00

≤ 3.50 to 1.00	1.50%	0.50%
	VI	> 1.75 to 1.00
≤ 2.75 to 1.00
	1.375%	0.375%
	VII	> 0.75 to 1.00
≤ 1.75 to 1.00
	1.25%	0.25%
	VIII	≤ 0.75 to 1.00	1.125%	0.125%




(f)Section 7.1(a)(iii) of the Credit Agreement is hereby amended and restated in its entirety as follows: “for the fiscal quarters ending June 30, 2020 through December 31, 2021, 5.00 to 1.00, and for each fiscal quarter thereafter, as provided in clause (i) above;”.
(g)Section 7.1(b)(iii) of the Credit Agreement is hereby amended and restated in its entirety as follows: “for the fiscal quarters ending June 30, 2020 through December 31, 2021, 3.75 to 1.00, and for each fiscal quarter thereafter, as provided in clause (i) above; or”.
(h)Section 10.19 of the Credit Agreement is hereby amended and restated in its entirety as follows:
          “10.19. Acknowledgement and Consent to Bail-In of Affected Financial Institutions.  Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


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


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


         
        
         



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


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


(iii)the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.”


(i)Section 10.20 is hereby added to the Credit Agreement as follows:
“10.20.  Acknowledgement Regarding Any Supported QFCs.  To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Swap Agreements 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):


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. 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.”


SECTION 3.  Conditions to Effectiveness.  This Agreement shall become effective on the date on which the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “Amendment Effective Date”):
(a)Counterparts. The Administrative Agent (or its counsel) shall have received from the Borrower, the Administrative Agent, the Required Lenders and the Required Pro-Rata 
         
        
         



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Lenders either a counterpart of this Agreement signed on behalf of such party or written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page (whether signed manually or electronically) of this Agreement) that such party has signed a counterpart of this Agreement;


(b)Consent Fee. The Borrower shall have paid to the Administrative Agent, for the account of each Lender that submits its consent hereto to the Administrative Agent prior to 3:00 p.m. New York City time on May 5, 2020, a consent fee as separately agreed and notified to the Lenders; and


(c)Fees and Expenses. The Administrative Agent shall have received on or before the Amendment Effective Date all fees required to be paid as separately agreed by the Administrative Agent.


The Administrative Agent shall notify the Borrower and the Lenders of the Amendment Effective Date, and such notice shall be conclusive and binding.
SECTION 4.  Representations and Warranties. The Borrower hereby represents to the Administrative Agent and each Lender, as follows:
(a)After giving effect to this Amendment, each of the representations and warranties in the Credit Agreement and in the other Loan Documents are true and correct in all material respects (except to the extent that such representation or warranty is already qualified as to materiality) on and as of the date hereof as though made on and as of the date hereof, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty shall be true and correct in all material respects (except to the extent that such representation or warranty is already qualified as to materiality) as of such earlier date; and
(b)At the time of and immediately after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.
SECTION 5.  Effect on the Loan Documents.   (a) This Agreement shall not extinguish the Loans outstanding under the Credit Agreement and nothing herein contained shall be construed as a substitution or novation of the Loans outstanding under the Credit Agreement, which shall remain outstanding after the Amendment Effective Date, as modified hereby.  Except as specifically amended herein, all Loan Documents shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.  The Borrower hereby agrees, with respect to each Loan Document to which it is a party, that  (i) all of its obligations, liabilities and indebtedness under such Loan Document shall remain in full force and effect on a continuous basis after giving effect to this Agreement, and all of the Liens and security interests created and arising under such Loan Document remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, after giving effect to this Agreement, as collateral security for its obligations, liabilities and indebtedness under the Credit Agreement and the other Loan Documents.
(b)Upon the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,” “herein,” “hereto,” “hereunder,” “hereof,” or in the other Loan Documents to the “Credit Agreement”, or, in each case, words of like import shall mean and be a reference to the Credit Agreement, as amended and modified by this Agreement.  
         
        
         



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(c)Except as expressly set forth in this Agreement, the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.
(d)The Borrower and the other parties hereto acknowledge and agree that this Agreement shall constitute a Loan Document.
SECTION 6.  Expenses.  The Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and expenses incurred in connection with this Agreement, any other documents prepared in connection herewith and the transactions contemplated hereby, including, the reasonable and documented fees and disbursements of counsel to the Administrative Agent, all in accordance with and subject to Section 10.5 of the Credit Agreement.
SECTION 7.  GOVERNING LAW; WAIVER OF JURY TRIAL.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.  EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY SUIT, ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
SECTION 8.  Amendments; Execution in Counterparts.  This Agreement may not be amended nor may any provision hereof be waived except pursuant to a writing signed by the Borrower, the Administrative Agent and the requisite Lenders in accordance with Section 10.1 of the Credit Agreement.  This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  Delivery of an executed signature page of this Agreement by email or facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.


[Remainder of page intentionally left blank.]


         
        
         







IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.
GARTNER, INC.


By: /s/ Craig W. Safian
Name: Craig W. Safian
Title: Executive Vice President and Chief Financial Officer




 


[Fourth Amendment – Signature Page]






Execution Version

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


By: /s/ Kelly Milton 
Name: Kelly Milton
Title: Executive Director


          
         




Execution Version

JPMORGAN CHASE BANK, N.A., 
as Lender


By: /s/ Sean Chudzik
Name: Sean Chudzik
Title: Authorized Signatory


          
         







TD BANK, N.A.


By: /s/ Matt Waszmer
Name: Matt Waszmer
Title:  Senior Vice President


[Fourth Amendment – Signature Page]




Execution Version

Wells Fargo Bank, N.A.


By: /s/ Sid Khanolkar
Name: Sid Khanolkar
Title:  Director


          
         




Execution Version

U.S. BANK NATIONAL ASSOCIATION


By: /s/ Richard J. Ameny, Jr.
Name: Richard J. Ameny, Jr.
Title:  Vice President






          
         




Execution Version

Bank of America, N.A.


By: /s/ Christopher T. Phelan
Name: Christopher T. Phelan
Title:  Senior Vice President




          
         




Execution Version



CITIZENS BANK, N.A.


By: /s/ William M. Clossey
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Execution Version

PNC BANK, N.A.


By: /s/ Eleanor Orlando
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Truist Bank (Successor in merger with SunTrust)


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Execution Version

BMO HARRIS BANK, N.A.


By: /s/ Christina Boyle
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Execution Version

Citibank, N.A.


By: /s/ Brian G. Williams
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Execution Version



CAPITAL ONE, NATIONAL ASSOCIATION


By: /s/ Alfredo Wang
Name: Alfredo Wang
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ING Capital LLC


By: /s/ Waqas Chaudhry
Name: Waqas Chaudhry
Title:  Vice President






By: /s/ Shirin Fozouni
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People’s United Bank, National Association, as a Lender


By: /s/ James Riley
Name: James Riley
Title:  Senior Vice President






          
         




Execution Version

HSBC Bank USA, National Association


By: /s/ Robert J. Levins
Name: Robert J. Levins
Title:  SVP Team Lead




          
         




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STIFEL BANK & TRUST


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State Street Bank & Trust Company


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Goldman Sachs Bank USA


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RAYMOND JAMES BANK, N.A.


By: /s/ Cory Castillo
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Webster Bank, N.A.


By: /s/ George G. Sims
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Credit Industriel et Commercial, New York Branch


By: /s/ Eugene Kenny
Name: Eugene Kenny
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BANK OF CHINA, NEW YORK BRANCH


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Execution Version

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Execution Version

THE GOVERNOR AND COMPANY OF THE BANK
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Execution Version

OCP CLO 2015-10, Ltd.
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Execution Version

OCP CLO 2015-8, Ltd.
By: Onex Credit Partners, LLC,
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Execution Version

TriState Capital Bank


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Execution Version

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Execution Version

55 Loan Strategy Fun Series 2 A Series Trust of 
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Execution Version

OFSI Fund VII, Ltd. 
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Its: Collateral Manager


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Execution Version

Symphony CLO XIV, Ltd
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Execution Version

Cathay Bank


By: /s/ Dean Kawai
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Execution Version

Liberty Bank


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Execution Version

GLG Ore Hill CLO 2013-1, LTD.


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Execution Version

AIB Debt Management, Limited
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By: /s/ Ellen Kenneally
Name: Ellen Kenneally
Title:  Investment Advisor to AIB Debt Management, Limited 


By: /s/ Joan Chen
Name: Joan Chen
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Execution Version

BANNER BANK


By: /s/ Thomas Marks
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Execution Version

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Execution Version

Canyon Capital CLO 2014-1, Ltd.
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Execution Version

Elevation CLO 2015-4, Ltd.
Elevation CLO 2020-12, Ltd.


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Execution Version

NJP Loan Fund 2016 A Series Trust of Multi
Manager Global Investment Trust
By: NEUBERGER BERMAN INVESTMENT
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Execution Version

Silvermore CLO, LTD.


By: /s/ Jonathan Newman
Name: Jonathan Newman
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Execution Version

Brookside Mill CLO Ltd.
By: Shenkman Capital Management, Inc.
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By: /s/ Dov Braun
Name: Dov Braun
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Execution Version

NF Loan Trust 2016
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Execution Version

55 Loan Strategy Fund Series 4 a Series Trust of
Multi Manager Global Investment Trust
By: BlackRock Financial Management Inc., 
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By: /s/ Gina Forziati
Name: Gina Forziati
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Execution Version

MP CLO IV, Ltd. 
By: MP CLO Management LLC, its Manager


By: /s/ Thomas Shandell
Name: Thomas Shandell
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Execution Version

Halcyon Loan Advisors Funding 2013-1 Ltd.
Halcyon Loan Advisors Funding 2013-2 Ltd.
Halcyon Loan Advisors Funding 2014-1 Ltd.
Halcyon Loan Advisors Funding 2014-3 Ltd.
Halcyon Loan Advisors Funding 2015-1 Ltd.
Halcyon Loan Advisors Funding 2015-2 Ltd.
Halcyon Loan Advisors Funding 2015-3 Ltd.


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Name: John Freese
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Execution Version

55 Loan Strategy Fund Series 3 A Series Trust of
Multi Manager Global Investment Trust
By: BlackRock Financial Management Inc., 
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Execution Version

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By: /s/ Rebecca Willey
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Execution Version

AXA China Region Leveraged Loans Fund


By: /s/ Vera L. Fernholz
Name: Vera L. Fernholz
Title:  Senior Credit Analyst






AXA Germany Leveraged Loans Fund


By: /s/ Vera L. Fernholz
Name: Vera L. Fernholz
Title:  Senior Credit Analyst






AXA Ireland Leveraged Loans Fund


By: /s/ Vera L. Fernholz
Name: Vera L. Fernholz
Title:  Senior Credit Analyst






AXA UK Leveraged Loans Fund


By: /s/ Vera L. Fernholz
Name: Vera L. Fernholz
Title:  Senior Credit Analyst






Columbus Diversified Leveraged Loans Fund


By: /s/ Vera L. Fernholz
Name: Vera L. Fernholz
Title:  Senior Credit Analyst






Columbus Global Debt Fund


By: /s/ Vera L. Fernholz
Name: Vera L. Fernholz
          
         



57

Title:  Senior Credit Analyst






         
        
         




Execution Version

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


By: /s/ Andrew Viens
Name: Andrew Viens
Title:  Managing Director






          
         




Execution Version

Penn Series Funds, Inc. – Flexibly Managed Fund
By: T. Rowe Price Associates, Inc. as investment advisor


By: /s/ Rebecca Willey
Name: Rebecca Willey
Title:  Bank Loan Trader






          
         




Execution Version

JNL/T. Rowe Price Capital Appreciation Fund


By: /s/ Rebecca Willey
Name: Rebecca Willey
Title:  Bank Loan Trader






          
         




Execution Version

Chubb Tempest Reinsurance Ltd
By: KKR FI Advisors LLC


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






          
         




Execution Version

Romark WM-R Ltd
By: Romark CLO Advisors LLC
As Collateral Manager


By: /s/ Dov Braun
Name: Dov Braun
Title:  Chief Financial Officer






          
         




Execution Version

Invesco Floating Rate Fund
By: Invesco Senior Secured Management, Inc. 
As Sub-Adviser


By: /s/ Kevin Egan
Name: Kevin Egan
Title:  Authorized Individual






          
         




Execution Version

John Hancock Funds II – Capital Appreciation Value Fund
By: T. Rowe Price Associates, Inc. 
As Investment Sub-Advisor


By: /s/ Rebecca Willey
Name: Rebecca Willey
Title:  Bank Loan Trader






          
         




Execution Version

AZL T. Rowe Price Capital Appreciation Fund
By: T. Rowe Price Trust Company, 
As Investment Sub-Advisor


By: /s/ Rebecca Willey
Name: Rebecca Willey
Title:  Bank Loan Trader






          
         




Execution Version

Diversified Credit Portfolio Ltd.
By: Invesco Senior Secured Management, Inc. 
As Investment Advisor


By: /s/ Kevin Egan
Name: Kevin Egan
Title:  Authorized Individual






          
         




Execution Version

Limerock CLO III, Ltd.
By: Invesco Senior Secured Management, Inc. 
As Collateral Manager


By: /s/ Kevin Egan
Name: Kevin Egan
Title:  Authorized Individual






          
         




Execution Version

Chubb Bermuda Insurance Ltd


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






          
         




Execution Version

INVESCO SSL FUND LLC
By: Invesco Senior Secured Management, Inc. 
As Collateral Manager


By: /s/ Kevin Egan
Name: Kevin Egan
Title:  Authorized Individual






          
         




Execution Version

Upland CLO, Ltd.
By: Invesco Senior Secured Management, Inc. 
As Collateral Manager


By: /s/ Kevin Egan
Name: Kevin Egan
Title:  Authorized Individual






          
         




Execution Version

T.Rowe Price Capital Appreciation Trust


By: /s/ Rebecca Willey
Name: Rebecca Willey
Title:  Bank Loan Trader






          
         




Execution Version

John Hancock Variable Insurance Trust – Capital Appreciation Value Trust
By: T. Rowe Price Associates, Inc. 
As Investment Sub-Advisor


By: /s/ Rebecca Willey
Name: Rebecca Willey
Title:  Bank Loan Trader






          
         




Execution Version

The City of New York Group Trust
By: Invesco Senior Secured Management, Inc. 
As Investment Manager


By: /s/ Kevin Egan
Name: Kevin Egan
Title:  Authorized Individual






          
         




Execution Version

BOC Pension Investment Fund
By: Invesco Senior Secured Management, Inc. 
As Attorney in Fact


By: /s/ Kevin Egan
Name: Kevin Egan
Title:  Authorized Individual






          
         




Execution Version

Sentry Insurance a Mutual Company
By: Invesco Senior Secured Management, Inc. 
As Sub-Advisor


By: /s/ Kevin Egan
Name: Kevin Egan
Title:  Authorized Individual






          
         




Execution Version

Kaiser Permanente Group Trust
By: Invesco Senior Secured Management, Inc. 
As Investment Manager


By: /s/ Kevin Egan
Name: Kevin Egan
Title:  Authorized Individual






          
         




Execution Version

AMADABLUM US Leveraged Loan Fund a Series
Trust of Global Multi Portfolio Investment Trust
By: Invesco Senior Secured Management, Inc. 
As Investment Manager


By: /s/ Kevin Egan
Name: Kevin Egan
Title:  Authorized Individual






          
         




Execution Version

Invesco Polaris US Bank Loan Fund
By: Invesco Senior Secured Management, Inc. 
As Investment Manager


By: /s/ Kevin Egan
Name: Kevin Egan
Title:  Authorized Individual






          
         




Execution Version

Invesco BL Fund, Ltd.
By: Invesco Management S.A. 
As Investment Manager


By: /s/ Kevin Egan
Name: Kevin Egan
Title:  Authorized Individual