ex102bluelinxhpsfourtham






                                                                 EXHIBIT 10.2                              FOURTH AMENDMENT                    TO CREDIT AND GUARANTY AGREEMENT                FOURTH  AMENDMENT  (this  “Agreement”)  dated  as  of December  31,  2019  among BlueLinx Holdings Inc. (the “Borrower”), the “Guarantors” referred to on the signature  pages  hereto,  the  Lenders  executing  this Agreement  on  the  signature  pages  hereto  and  HPS  INVESTMENT PARTNERS, LLC, in its capacity as Administrative Agent (the “Administrative  Agent”) under the Credit Agreement referred to below.               WHEREAS, the Borrower, the Guarantors party thereto, the Lenders party thereto  and the Administrative Agent are parties to that certain Credit and Guaranty Agreement, dated as  of April 13, 2018 (as amended, restated, supplemented, or otherwise modified from time to time,  the “Credit Agreement”).                WHEREAS, the Credit Parties, the Lenders party hereto constituting the Requisite  Lenders and the Administrative Agent desire to amend the Credit Agreement on the terms set forth  herein.               NOW  THEREFORE,  in  consideration  of  the  premises  and  covenants  contained  herein and for other good and valuable consideration, the receipt and sufficiency of which are  hereby acknowledged, the parties hereto hereby agree as follows:               Section 1.  Definitions.  Except as otherwise defined in this Agreement, terms  defined in the Credit Agreement, after giving effect to this Agreement, are used herein as defined  therein.   This  Agreement  shall  constitute  a  Credit  Document  for  all  purposes  of  the  Credit  Agreement and the other Credit Documents.               Section 2.  Amendments.  Subject to the satisfaction of the conditions precedent  specified in Section 4 below, effective as of the Fourth Amendment Effective Date, the Credit  Agreement is hereby amended as follows:                       (a)   Section  1.4(e) of  the  Credit  Agreement  shall  be restated  in  its        entirety as follows:                     “(e)   Notwithstanding anything to the contrary contained              herein, for purposes of determining compliance with the financial              covenant set forth in Section 6.7, (i) in the event that the outstanding              principal  balance  of  the  Loans  is  greater  than  $95,298,863.91 on              March 27, 2020, (A) the ratios required to comply with Section 6.7              for the Fiscal Quarter ending on December 28, 2019 and each Fiscal              Quarter ending thereafter shall revert to the ratios set forth for such              Fiscal  Quarters  in  Section  6.7  immediately  prior  to  the  Third              Amendment  Effective  Date  (and  the  effectiveness  of  the              amendments to Section 6.7 pursuant to the Third Amendment shall              automatically terminate and be unwound), (B) the $10,000,000 cap              set forth in clause (a) of the definition of “Consolidated Net Income”              shall  be  reduced  to  zero  and  no  adjustments  to  Consolidated              EBITDA shall be permitted to be made under sub-clauses (vi) and    34408.03700 





 






                                      (xiv)  of  clause  (a)  of  the  definition  of  “Consolidated  EBITDA”        (which amounts under such sub-clauses shall be deemed to be zero),        in  each  case,  for  purposes  of  calculating  the  Total  Net  Leverage        Ratio for the Fiscal Quarter ending on December 28, 2019 and each        Fiscal  Quarter  ending  thereafter,  and  (C)  the  Borrower  shall  no        longer be permitted to exercise the cure rights set forth in Section        8.3  hereof,  and (ii)  in  the  event  that  the  Borrower  has  made        voluntary  prepayments  of  the  Loans  under  Section  2.9  and/or        mandatory  prepayments  of  the  Loans  under  Section  2.10(a)  or        2.10(c)  in  an  aggregate  principal  amount  of  at  least  $50,925,000        during the period commencing on the Third Amendment Effective        Date and ending on March 27, 2020, the principal amount of the        Loans  included  in  Consolidated  Total  Debt  for  purposes  of        calculating  the  Total  Net  Leverage  Ratio  for  the  Fiscal  Quarter        ending  December  28,  2019  shall  be  deemed  to  be  the  principal        amount of the Loans outstanding as of March 27, 2020.”               (b)   Section  2.10(a)  of  the  Credit  Agreement  shall  be  restated  in  its  entirety as follows:               “(a)  Asset Sales.  Not later than the fifth Business Day        following  the  date  of  receipt  by  the  Borrower  or  any  of  its        Subsidiaries of any Net Asset Sale Proceeds (other than from (x) the        sale  of  any  Specified  Properties  after  the  Third  Amendment        Effective  Date  and  (y)  Permitted  Leaseback  Transactions),  the        Borrower shall prepay the Loans in an aggregate amount equal to        such Net Asset Sale Proceeds, together with accrued interest thereon        and any premium payable pursuant to Section 2.11; provided that (i)        to the extent any such Net Asset Sale Proceeds constitute proceeds        of ABL Priority Collateral (including the portion of Net Asset Sale        Proceeds constituting proceeds of ABL Priority Collateral from an        Asset Sale of the Equity Interests of any Credit Party that owns ABL        Priority Collateral), then the mandatory prepayment pursuant to this        Section 2.10(a) with respect to Net Asset Sale Proceeds constituting        proceeds of ABL Priority Collateral shall be in an amount equal to        100% of such Net Asset Sale Proceeds minus the amount of such        Net Asset Sale Proceeds that are then required to be used to prepay        Indebtedness under the ABL Credit Agreement, and (ii) (A) so long        as  no  Default  or  Event  of  Default  shall  have  occurred  and  be        continuing,  and  (B)  to  the  extent  that  (x)  such  Net  Asset  Sale        Proceeds consist of proceeds of the sale of Specified Properties prior        to the Third Amendment Effective Date, or (y) the Net Asset Sale        Proceeds  (other  than  from  the  sale  of  any  Specified  Properties)        reinvested in accordance with this Section 2.10(a) from the Closing        Date through the applicable date of determination, together with the        aggregate  amount  of  Net  Insurance/Condemnation  Proceeds                                2 





 






                                      reinvested  in  accordance  with Section  2.10(b) and  Net        Extraordinary  Receipts  reinvested  in  accordance  with        Section  2.10(f), do not exceed $15,000,000 in the aggregate, then,        in each case, Borrower shall have the option, directly or through one        or more of its Subsidiaries, to invest (or commit to invest) all or a        portion  of such Net  Asset  Sale Proceeds  in long-term  productive        assets of the general type used in the business of the Borrower and        its Subsidiaries within twelve (12) months of receipt thereof (or, if        committed to be reinvested within such twelve (12) month period,        within six (6) months of such twelve (12) month period); provided        that with respect to any Net Asset Sale Proceeds from the sale of any        Specified Property prior to the Third Amendment Effective Date,        such permitted reinvestment period shall end on March 26, 2020.         For  the  avoidance  of  doubt,  any  Net  Asset  Sale  Proceeds  not  so        invested during such twelve (12) month period (or, (x) in the case of        commitments,  within  six  (6)  months  of  such  twelve  (12)  month        period and (y) in the case of Net Asset Sale Proceeds from the sale        of any applicable Specified Property, by March 26, 2020) shall be        required to be used to make a mandatory prepayment of the Loans        on the Business Day after such period ends.  Notwithstanding the        foregoing  provisions  of  this Section 2.10(a),  the  Net  Asset  Sale        Proceeds  of  (I)  any  Specified  Property  sold  after  the  Third        Amendment  Effective  Date  and  (II)  any  Permitted  Leaseback        Transaction  shall  be  excluded  from  the  requirements  of  this        Section 2.10(a) and shall instead be required to repay the Loans and        applied in accordance with Section 2.10(c) of this Agreement.”               (c)   Section  2.10(c)  of  the  Credit  Agreement shall  be  restated  in  its  entirety as follows:               “(c)  Proceeds  of  Sale  and  Leaseback  Transaction;        Specified  Properties.  Not  later  than  two  (2)  Business  Days  after        receipt of the Net Asset Sale Proceeds of any Permitted Leaseback        Transaction  or,  to  the  extent sold  after  the  Third  Amendment        Effective  Date,  any  Specified  Property,  the  Borrower  shall  apply        such Net Asset Sale Proceeds as follows:               (i)   in  the  case  of  2019  Leaseback  Transactions  made              prior to the Third Amendment Effective Date, (A) the first              $30,000,000  of  Net  Asset  Sale  Proceeds  for  all  2019              Leaseback Transactions shall be paid to the Administrative              Agent, for the account of the Lenders, for application to the              prepayment of the principal amount of the  Loans,  together              with accrued interest thereon and the Prepayment Premium              payable  pursuant  to Section  2.11;  and  (B)  thereafter,  any              remaining Net Asset Sale Proceeds in an aggregate amount in                                3 





 






                                            excess of $30,000,000 for all 2019 Leaseback Transactions,              after giving effect to the payments specified in the foregoing              clause (i)(A), shall be applied to repay Indebtedness under the              ABL Credit Agreement;                (ii)  all Net  Asset  Sale  Proceeds  from  Other  Leaseback              Transactions shall be paid to the Administrative Agent, for              the account of the Lenders, for application to the prepayment              of the principal amount of the Loans, together with accrued              interest  thereon  and  any  Prepayment  Premium  applicable              thereto; and               (iii) all Net Asset Sale Proceeds from Specified Properties              sold after the Third Amendment Effective Date shall be paid              to the Administrative Agent, for the account of the Lenders,              for application to the prepayment of the principal amount of              the  Loans,  together  with  accrued  interest  thereon  and  any              Prepayment  Premium  applicable  thereto; provided that,              notwithstanding  the  foregoing,  with  respect  to  the  first              $10,000,000  of  Net  Asset  Sale  Proceeds  from  Specified              Properties received by the Borrower after March 27, 2020 (A)              if,  as  of  the  date  of  receipt  of  any  such  Net  Asset  Sale              Proceeds, the Specified Properties Payment Threshold is not              satisfied, 100% of such Net Asset Sale Proceeds shall be used              to repay Indebtedness under the ABL Credit Agreement, and              (B) if, as of the date of receipt of any such Net Asset Sale              Proceeds,  the  Specified  Properties  Payment  Threshold  is              satisfied, 50% of such Net Asset Sale Proceeds shall be used              to repay Indebtedness under the ABL Credit Agreement, with              the remainder to be paid to the Administrative Agent, for the              account of the Lenders, for application to the prepayment of              the  principal  amount  of  the  Loans,  together  with  accrued              interest  thereon  and  any  Prepayment  Premium  applicable              thereto (and thereafter all such Net  Asset  Sale Proceeds  in              excess  of  $10,000,000  shall  be  paid  to  the  Administrative              Agent, for the account of the Lenders, for application to the              prepayment of the principal amount of the  Loans,  together              with accrued interest thereon and any Prepayment Premium              applicable thereto).”               (d)   Clause (D) of Section 2.11 of the Credit Agreement shall be restated  in its entirety as follows:                     “(D)  for  the  first  $50,925,000  of  voluntary        prepayments  of  the  Loans  under  Section  2.9  and/or  mandatory        prepayments of the Loans under Section 2.10(a) or 2.10(c) made by                                4 





 






                  Borrower during the period commencing on the Third Amendment              Effective Date and ending on March 27, 2020, the Applicable Make-             Whole Amount component of the Prepayment Premium shall not              apply  to  such  prepayments  and  such  prepayments  will  be  made              together with a premium equal to 3.00% of the amount prepaid in              lieu of any other Prepayment Premium.”               Section 3.  Representations and Warranties.  Each Credit Party represents and  warrants  to  each  Agent  and  the  Lenders  that,  after  giving  effect  to  this  Agreement,  (a)  the  representations and warranties set forth in Section 4 of the Credit Agreement, and in each of the  other Credit Documents, are true and complete 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 a specific date, such representation or warranty shall be true and correct as of such  specific date), and as if each reference in said Section 4 to “this Agreement” included reference to  the Credit Agreement  after giving effect to this Agreement and (b) no Default or Event of Default  has occurred and is continuing as of the date hereof.               Section 4.  Conditions  Precedent.   The  amendments  set  forth  in  Section 2  hereof  shall  each  become  effective,  as  of  the  date  hereof  (the  “Fourth Amendment  Effective  Date”), upon satisfaction of the following conditions:                     (a)   Execution.   The  Administrative  Agent  shall  have  received       counterparts of this Agreement executed by the Borrower, the Guarantors party to the Credit       Agreement and Lenders party to the Credit Agreement constituting the Requisite Lenders.                     (b)   Expenses.   The  Borrower  shall  have  paid  all  reasonable  and       documented  out-of-pocket  fees,  charges  and  disbursements  due  and  payable  under  the       Credit Documents on or prior to the date hereof, including all reasonable and documented       out-of-pocket  fees,  charges  and  disbursements  of  Administrative  Agent  and  counsel  to       Administrative Agent.                     (c)   Repayment.  The Borrower shall have made or, concurrently with        the execution of this Agreement shall make, the prepayment of principal of the Loans in        an aggregate  amount not  less than $27,194,646  required under Section  2.10(c)(ii) with        respect to the Other Leaseback Transaction occurring on the date hereof, together with        accrued and unpaid interest thereon (it being understood and agreed that the Borrower shall        pay the applicable Prepayment Premium thereon to the Administrative Agent within two        Business Days of the date hereof).               Section 5.  No  Novation  or  Mutual  Departure.   The  Borrower  expressly  acknowledges  and  agrees  that  there  has  not  been,  and  this  Agreement  does  not  constitute  or  establish, a novation with respect to the Credit Agreement or any other Credit Document, or a  mutual departure from the strict terms, provisions, and conditions thereof, other than with respect  to the amendments contained in Section 2 hereof.                                        5 





 






                  Section 6.  Confirmation.  Each Credit Party (a) confirms its obligations under  the  Collateral  Documents,  (b)  confirms  that  its  Obligations  under  the  Credit  Agreement  as  modified hereby are entitled to the benefits of the pledges set forth in the Collateral Documents,  (c)  confirms  that  its  Obligations  under  the  Credit  Agreement  as  modified  hereby  constitute  “Secured Obligations” (as defined in the Collateral Documents) and (d) agrees that the Credit  Agreement as modified hereby is the Credit Agreement under and for all purposes of the Collateral  Documents.  Each party, by its execution of this Agreement, hereby confirms that the Secured  Obligations shall remain in full force and effect, and such Secured Obligations shall continue to  be entitled to the benefits of the grant set forth in the Collateral Documents. Each Guarantor (a)  confirms its Guaranteed Obligations under the Credit Agreement, (b) confirms that the Guaranteed  Obligations  under the Credit Agreement  as  modified hereby are entitled to  the benefits  of the  guarantee set forth in Section 7 of the Credit Agreement and (c) confirms that the Obligations  under the Credit Agreement as modified hereby constitute “Guaranteed Obligations”.  Each Credit  Party, by its execution of this Agreement, hereby confirms that the Guaranteed Obligations shall  remain in full force and effect.                 Section 7.  Miscellaneous.                       (a)   This Agreement shall be limited as written and nothing herein shall       be deemed to constitute an amendment or waiver of any other term, provision or condition       of any of the Credit Documents in any other instance than as expressly set forth herein or       prejudice any right or remedy that any Lender or any Agent may now have or may in the       future have under any  of the Credit Documents.  Except  as herein  provided, the Credit       Agreement shall remain unchanged and in full force and effect.  This Agreement, the Credit       Agreement  and  the  other  Credit  Documents  constitute  the  entire  agreement  among  the       parties with respect to the subject matter hereof and thereof and supersede all other prior       agreements and understandings, both written and verbal, among the parties or any of them       with respect to the subject matter hereof.  This Agreement 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 Agreement by signing any such       counterpart.   Delivery  of  a  counterpart  by  electronic  transmission  shall  be  effective  as       delivery of a manually executed counterpart hereof.                     (b)   THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS       OF  THE  PARTIES  HEREUNDER  (INCLUDING,  WITHOUT  LIMITATION,  ANY       CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE       SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO       POST-JUDGMENT  INTEREST)  SHALL  BE  GOVERNED  BY,  AND  SHALL  BE       CONSTRUED  AND  ENFORCED  IN  ACCORDANCE  WITH,  THE  LAWS  OF  THE       STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES       THEREOF THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER       THAN THE LAW OF THE STATE OF NEW YORK.                     (c)   Each of the undersigned Lenders, by its execution hereof, authorizes       and  directs  the  Administrative  Agent  to  execute  and  deliver  this  Agreement  upon  the                                      6 





 






                                satisfaction  of  the  conditions  precedent  described  above  (which  shall  be  conclusively  evidenced by such Lender’s execution hereof).                (d)   Each  of  the  undersigned  Lenders  confirms  the  authority  of  the  Administrative Agent and Collateral Agent to, and the Administrative Agent and Collateral  Agent each agrees to, in each case without further written consent or authorization from any  Secured  Party,  execute  any  documents  or  instruments  necessary  to  release  any  Lien  encumbering any item of Collateral that is the subject of a Permitted Leaseback Transaction  permitted under the Credit Agreement (as amended hereby).                                     [Signature pages follow]                                                                       7 





 






                  IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be  duly executed and delivered as of the day and year first above written.     BORROWER:                      BLUELINX HOLDINGS INC.                                    By:   /s/ Mitchell B. Lewis                                                  Name:  Mitchell B. Lewis                                         Title:  President and Chief Executive Officer    FOURTH AMENDMENT TO CREDIT AGREEMENT                                     S-1 





 






        GUARANTORS:                    CEDAR CREEK HOLDINGS, INC.                                     By:   /s/ Mitchell B. Lewis                                                  Name:  Mitchell B. Lewis                                         Title:  President and Chief Executive Officer                                    BLUELINX CORPORATION                                     By:   /s/ Mitchell B. Lewis                                                  Name:  Mitchell B. Lewis                                         Title:  President and Chief Executive Officer                                    BLUELINX FLORIDA HOLDINGS NO.1 INC.                                   BLUELINX FLORIDA HOLDINGS N O. 2 INC.                                   CEDAR CREEK LLC                                   CEDAR CREEK CORP.                                   ASTRO BUILDINGS INC.                                   LAKE STATES LUMBER, INC.                                   VENTURE DEVELOPMENT &                                   CONSTRUCTION, LLC                                     By:   /s/ Mitchell B. Lewis                                                  Name:  Mitchell B. Lewis                                         Title:  President and Chief Executive Officer                                    BLUELINX FLORIDA LP                                    By:   BlueLinx Florida Holdings No. 2 Inc.,                                         its General Partner                                     By:   /s/ Mitchell B. Lewis                                                  Name:  Mitchell B. Lewis                                         Title:  President and Chief Executive Officer    FOURTH AMENDMENT TO CREDIT AGREEMENT                                     S-2 





 






                                       ABP AL (MIDFIELD) LLC                                   ABP CO II (DENVER) LLC                                   ABP FL (LAKE CITY) LLC                                   ABP FL (PENSACOLA) LLC                                   ABP FL (YULEE) LLC                                   ABP IA (DES MOINES) LLC                                   ABP IL (UNIVERSITY PARK) LLC                                   ABP IN (ELKHART) LLC                                   ABP KY (INDEPENDENCE) LLC                                   ABP LA (NEW ORLEANS) LLC                                   ABP ME (PORTLAND) LLC                                   ABP MI (GRAND RAPIDS) LLC                                   ABP MN (MAPLE GROVE) LLC                                   ABP MO (KANSAS CITY) LLC                                   ABP MO (SPRINGFIELD) LLC                                   ABP MO (BRIDGETON) LLC                                   ABP MO (KANSAS CITY) LLC                                   ABP NC (CHARLOTTE) LLC                                   ABP NJ (DENVILLE) LLC                                   ABP NY (YAPHANK) LLC                                   ABP OH (TALMADGE) LLC                                   ABP OK (TULSA) LLC                                   ABP PA (STANTON) LLC                                   ABP SC (CHARLESTON) LLC                                   ABP TN (ERWIN) LLC                                   ABP TN (MEMPHIS) LLC                                   ABP TN (MADISON) LLC                                   ABP TX (EL PASO) LLC                                   ABP TX (HOUSTON) LLC                                   ABP TX (LUBBOCK) LLC                                   ABP TX (SAN ANTONIO) LLC                                   ABP VA (RICHMOND) LLC                                   ABP VT (SHELBURNE) LLC                                    By:   BlueLinx Holdings Inc., as Sole Manager                                     By:   /s/ Mitchell B. Lewis                                                  Name:  Mitchell B. Lewis                                         Title:  President and Chief Executive Officer    FOURTH AMENDMENT TO CREDIT AGREEMENT                                     S-3 





 






        ADMINISTRATIVE AGENT:          HPS INVESTMENT PARTNERS, LLC, as                                   Administrative Agent                                     By:   /s/ Vikas Keswani                                                      Name: Vikas Keswani                                         Title: Managing Director    FOURTH AMENDMENT TO CREDIT AGREEMENT                                     S-4 





 






        REQUISITE LENDERS:             SPECIALTY LOAN FUND 2016, L.P., as Lender                                    By:   HPS Investment Partners, LLC, its                                          Investment Manager                                     By:   /s/ Vikas Keswani                                                Name: Vikas Keswani                                         Title: Managing Director    FOURTH AMENDMENT TO CREDIT AGREEMENT                                     S-5 





 






                                       SPECIALTY  LOAN  ONTARIO  FUND  2016,                                   L.P., as Lender                                    By:   HPS Investment Partners, LLC, its                                          Investment Manager                                     By:   /s/ Vikas Keswani                                                Name: Vikas Keswani                                         Title: Managing Director    FOURTH AMENDMENT TO CREDIT AGREEMENT                                     S-6 





 






                                       SPECIALTY LOAN FUND 2016-L, L.P., as                                   Lender                                    By:   HPS Investment Partners, LLC, its                                          Investment Manager                                     By:   /s/ Vikas Keswani                                                Name: Vikas Keswani                                         Title: Managing Director    FOURTH AMENDMENT TO CREDIT AGREEMENT                                     S-7 





 






                                       SLF 2016 INSTITUTIONAL HOLDINGS, L.P.,                                   as Lender                                    By:   HPS Investment Partners, LLC, its Service                                          Provider                                     By:   /s/ Vikas Keswani                                                Name: Vikas Keswani                                         Title: Managing Director    FOURTH AMENDMENT TO CREDIT AGREEMENT                                     S-8 





 






                                       MORENO STREET DIRECT LENDING FUND,                                   L.P., as Lender                                    By:   PS Investment Partners, LLC, its                                          Investment Manager                                     By:   /s/ Vikas Keswani                                                Name: Vikas Keswani                                         Title: Managing Director    FOURTH AMENDMENT TO CREDIT AGREEMENT                                     S-9 





 






                                       SPECIALTY LOAN VG FUND, L.P., as Lender                                    By:   HPS Investment Partners, LLC, its                                          Investment Manager                                     By:   /s/ Vikas Keswani                                                Name: Vikas Keswani                                         Title: Managing Director    FOURTH AMENDMENT TO CREDIT AGREEMENT                                     S-10 





 






                                       NDT SENIOR LOAN FUND, L.P., as Lender                                    By:   HPS Investment Partners, LLC, its                                         Investment Manager                                     By:   /s/ Vikas Keswani                                                Name: Vikas Keswani                                         Title: Managing Director    FOURTH AMENDMENT TO CREDIT AGREEMENT                                     S-11 





 






                                       AIGUILLES ROUGES SECTOR B                                   INVESTMENT FUND, L.P., as Lender                                    By:   HPS Investment Partners, LLC, its                                          Investment Manager                                     By:   /s/ Vikas Keswani                                                      Name: Vikas Keswani                                         Title: Managing Director    FOURTH AMENDMENT TO CREDIT AGREEMENT                                     S-12 





 






                                       FALCON CREDIT FUND, L.P., as Lender                                    By:   HPS Investment Partners, LLC, its                                          Investment Manager                                      By:   /s/ Vikas Keswani                                                Name: Vikas Keswani                                         Title: Managing Director    FOURTH AMENDMENT TO CREDIT AGREEMENT                                     S-13 





 






                                       RELIANCE STANDARD LIFE INSURANCE                                   COMPANY, as Lender                                    By:   HPS Investment Partners, LLC, its                                          Investment Manager                                     By:   /s/ Vikas Keswani                                                Name: Vikas Keswani                                         Title: Managing Director    FOURTH AMENDMENT TO CREDIT AGREEMENT                                     S-14 





 






                                       TMD-DL HOLDING, LLC, as Lender                                    By:   HPS Investment Partners, LLC, its                                          Investment Manager                                     By:   /s/ Vikas Keswani                                                Name: Vikas Keswani                                         Title: Managing Director    FOURTH AMENDMENT TO CREDIT AGREEMENT                                     S-15 





 






                                       TOKIO MILLENNIUM RE AG, L.P., as Lender                                    By:   HPS Investment Partners, LLC, its                                          Investment Manager                                     By:   /s/ Vikas Keswani                                                Name: Vikas Keswani                                         Title: Managing Director    FOURTH AMENDMENT TO CREDIT AGREEMENT                                     S-16 





 






                                       SPECIALTY LOAN FUND – CX – 2, L.P., as                                   Lender                                    By:   HPS Investment Partners, LLC, its                                          Investment Manager                                     By:   /s/ Vikas Keswani                                                Name: Vikas Keswani                                         Title: Managing Director    FOURTH AMENDMENT TO CREDIT AGREEMENT                                     S-17 





 






                                       CACTUS DIRECT LENDING FUND, L.P., as                                   Lender                                    By:   HPS Investment Partners, LLC, its                                          Investment Manager                                     By:   /s/ Vikas Keswani                                                Name: Vikas Keswani                                         Title: Managing Director    FOURTH AMENDMENT TO CREDIT AGREEMENT                                     S-18 





 






                                       PRIVATE LOAN OPPORTUNITIES FUND,                                   L.P., as Lender                                    By:   HPS Investment Partners, LLC, its                                          Investment Manager                                     By:   /s/ Vikas Keswani                                                Name: Vikas Keswani                                         Title: Managing Director    FOURTH AMENDMENT TO CREDIT AGREEMENT                                     S-19 





 






                                       RED CEDAR FUND 2016, L.P., as Lender                                    By:   HPS Investment Partners, LLC, its                                          Investment Manager                                     By:   /s/ Vikas Keswani                                                Name: Vikas Keswani                                         Title: Managing Director    FOURTH AMENDMENT TO CREDIT AGREEMENT                                     S-20 





 






                                       PACIFIC INDEMNITY COMPANY, as Lender                                    By:   HPS Investment Partners, LLC, its                                          Investment Manager                                     By:   /s/ Vikas Keswani                                                Name: Vikas Keswani                                         Title: Managing Director    FOURTH AMENDMENT TO CREDIT AGREEMENT                                     S-21 





 






                                       AXA EQUITABLE LIFE INSURANCE                                   COMPANY, as Lender                                    By:   HPS Investment Partners, LLC, its                                          Investment Manager                                     By:   /s/ Vikas Keswani                                                Name: Vikas Keswani                                         Title: Managing Director       FOURTH AMENDMENT TO CREDIT AGREEMENT                                     S-22