Ex. 10.1 First Amend to Credit Agree and First Amend to Crtn Pledge Agree










FIRST AMENDMENT TO CREDIT AGREEMENT
AND FIRST AMENDMENT TO CERTAIN PLEDGE AGREEMENTS


This FIRST AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO CERTAIN PLEDGE AGREEMENTS (this “Amendment”) is entered into as of April 15, 2015, by and among Ciena Corporation, a Delaware corporation (the “Borrower”), Ciena Communications, Inc., a Delaware corporation (“CCI”), Ciena Government Solutions, Inc., a Delaware corporation (“CGSI” and, together with the Company and CCI, collectively, the “Loan Parties”), Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and the Lenders (as defined in the Credit Agreement referred to below) party hereto.  Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement (as defined below). 


RECITALS
WHEREAS, the Borrower, the Lenders from time to time party thereto, and the Administrative Agent are parties to that certain Credit Agreement, dated as of July 15, 2014 (the “Credit Agreement”), pursuant to which, among other things, the Lenders have agreed, subject to the terms and conditions set forth therein, to make certain loans and other financial accommodations to the Borrower; 
WHEREAS, the Loan Parties and the Administrative Agent are parties to that certain Term Loan Pledge Agreement, dated as of July 15, 2014 (the “U.S. Pledge Agreement”); 
WHEREAS, the Company and the Administrative Agent are parties to that certain Canadian Term Loan Pledge Agreement, dated as of December 12, 2014 (the “Canadian Pledge Agreement”); and
WHEREAS, the Loan Parties, the Administrative Agent and each Lender party hereto, desire to amend the Credit Agreement, the U.S. Pledge Agreement and the Canadian Pledge Agreement, as provided herein.
NOW, THEREFORE, in consideration of the foregoing, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:  
SECTION 1.  Amendments to Credit Agreement.  
(a)    Section 1.01 of the Credit Agreement is hereby amended by inserting the following definition immediately following the definition of “Other Taxes”:
“Ottawa Capitalized Lease” shall mean collectively, (i) that certain lease agreement, dated as of April 15, 2015, and (ii) that certain lease agreement, dated as of October 23, 2014, as amended on  April 15, 2015, each between Innovation Blvd II Limited (and its permitted successors and assigns) and Ciena Canada, Inc. (and its permitted successors and assigns), as amended, supplemented or otherwise modified from time to time, in connection with the multi-building complex located at Innovation Drive, Ottawa, Ontario (as more fully described therein).
(b)    Section 7.01(i) of the Credit Agreement is hereby amended as follows:
1.deleting the text “and” at the end of clause (i) thereof; 


2.inserting the text “and” immediately after the “;” at the end of clause (ii) thereof; and

















3.inserting the following new clause (iii) immediately following clause (ii) thereof:


“(iii) Liens upon assets of the Borrower or any of its Subsidiaries subject to the  Ottawa Capitalized Lease, and any renewals, replacements, refinancings or extensions thereof for the same or a lesser amount (plus the sum of (1) accrued and unpaid interest and fees thereon and (2) customary fees and expenses relating to such renewal, replacement, refinancing or extension), to the extent such Ottawa Capitalized Lease or renewals, replacements, refinancings or extensions thereof are permitted by Section 7.02(q); provided that (i) such Liens only serve to secure the payment of Indebtedness arising under such Ottawa Capitalized Lease or renewal, replacement, refinancing or extension thereof and (ii) the Liens encumbering the assets giving rise to the Ottawa Capitalized Lease or renewal, replacement, refinancing or extension thereof do not encumber any other asset of the Borrower or any of its Subsidiaries.”
(c)    Section 7.02 of the Credit Agreement is hereby amended as follows:
		
	1.
	deleting the text “and” at the end of clause (o) thereof; 




		
	2.
	deleting the “.” at the end of clause (p) thereof and inserting the text “; and” in lieu thereof; and




		
	3.
	inserting the following new clause (q) immediately following clause (p) thereof:




“(q)    Indebtedness of the Company and its Subsidiaries evidenced by the Ottawa Capitalized Lease, and any extension, renewal, replacement or refinancing thereof as permitted by Section 7.01(i)(iii); provided, however, that in no event shall the sum of the aggregate principal amount of all such Indebtedness permitted by this clause (p) exceed Cdn.$100,000,000 at any time outstanding.”
(d)    Section 7.03(q) of the Credit Agreement is hereby amended and restated in its entirety as follows:
“(q)    deposits of cash made in the ordinary course of business to secure the performance of operating leases or the Ottawa Capitalized Lease and any renewals, replacements, refinancings or extensions thereof;”
(e)    Section 7.05(g) of the Credit Agreement is hereby amended and restated in its entirety as follows:
“(g)    the Borrower and its Subsidiaries may lease (as lessee) or license (as licensee) real or personal property (so long as any such lease or license does not create a Capitalized Lease except to the extent permitted by Section 7.02(i) or (q))”
(f)    Section 7.09 of the Credit Agreement is hereby amended as follows:
		
	1.
	inserting the text “or 7.02(q)” immediately after the text “7.02(i)” in clause (ix)(B) thereof; and


		
	2.
	inserting the following new clause (xiii) immediately following clause (xii) thereof:


“and (xiii) in the case of clause (c) above, the restrictions contained in the Ottawa Capitalized Lease as in effect on the original date thereof and any renewals, replacements, refinancings or extensions thereof, so long as such restrictions are not broader than those contained in the Ottawa Capitalized Lease as in effect on the original date thereof”
SECTION 2.  Amendment to U.S. Pledge Agreement.  
		
	(a)
	Clause (d) of Section 18(a)(iv) of the U.S. Pledge Agreement is hereby amended and restated in its entirety as follows:













“(d) except for (i) compliance with or as may be required by applicable securities laws and (ii) the consent of the landlord under the Ottawa Capitalized Lease, or any renewal, replacement, refinancing or extension thereof, to any Transfer (as defined in the Ottawa Capitalized Lease as in effect on the original date thereof) (or similar term contained in any renewal, replacement, refinancing or extension of the Ottawa Capitalized Lease) not permitted by the terms thereof, the exercise by the Pledgee of any of its rights or remedies provided herein”
SECTION 3.  Amendment to Canadian Pledge Agreement.  
		
	(a)
	Clause (d) of Section 18(a)(iv) of the Canadian Pledge Agreement is hereby amended and restated in its entirety as follows:




“(d) except for (i) compliance with or as may be required by applicable securities laws and (ii) the consent of the landlord under the Ottawa Capitalized Lease, or any renewal, replacement, refinancing or extension thereof, to any Transfer (as defined in the Ottawa Capitalized Lease as in effect on the original date thereof) (or similar term contained in any renewal, replacement, refinancing or extension of the Ottawa Capitalized Lease) not permitted by the terms thereof, the exercise by the Collateral Agent of any of its rights or remedies provided herein”
SECTION 4.    Reference To and Effect Upon the Credit Agreement.  
(a)     From and after the Amendment Effective Date (as defined below), (i) the term “Agreement” in the Credit Agreement, and all references to the Credit Agreement in any other Loan Document, shall mean the Credit Agreement as modified hereby, (ii) the term “Agreement” in the U.S. Pledge Agreement, and all references to the U.S. Pledge Agreement in any other Loan Document, shall mean the U.S. Pledge Agreement as modified hereby, (iii) the term “Agreement” in the Canadian Pledge Agreement, and all references to the Canadian Pledge Agreement in any other Loan Document, shall mean the Canadian Pledge Agreement as modified hereby, and (iv) this Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.
(b)     This Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Document.
SECTION 5.    Representations and Warranties.  In order to induce the Administrative Agent and the undersigned Lenders to enter into this Amendment, each Loan Party hereby represents and warrants that:
(a)    As of the Amendment Effective Date, both immediately before and immediately after giving effect to this Amendment, (i) there exists no Default or Event of Default and (ii) all representations and warranties contained in the Credit Agreement and in the other Loan Documents are true and correct in all material respects with the same effect as though such representations and warranties had been made on the Amendment Effective Date (it being understood and agreed that (x) any representation or warranty which by its terms is made as of a specified date are required to be true and correct in all material respects only as of such specified date and (y) any representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language are true and correct in all respects as of any such date).
(b)    Each Loan Party has all requisite corporate power and authority to execute, deliver and perform the terms and provisions of this Amendment and has taken all necessary corporate action to authorize the execution, delivery and performance by it of this Amendment.  Each Loan Party has duly executed and delivered this Amendment, and this Amendment constitutes its legal, valid and binding obligation enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).
(c)    The execution, delivery and performance by each Loan Party of this Amendment do not and will not (i) contravene the terms of any of such Loan Party’s Organization Documents, (ii) conflict with or result in any breach 









or contravention of, or the creation of any Lien (other than Liens created under the Loan Documents) under, or require any payment to be made under (x) any material Contractual Obligation to which such Loan Party is a party or affecting such Loan Party or the properties of such Loan Party or any of its Subsidiaries or (y) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Loan Party or its property is subject, or (iii) violate any Law.
SECTION 6.    Counterparts, Etc.  This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed an original, but all such counterparts shall constitute one and the same instrument, and all signatures need not appear on any one counterpart. Any party hereto may execute and deliver a counterpart of this Amendment by delivering by facsimile or other electronic transmission a signature page of this Amendment signed by such party, and any such facsimile or other electronic signature shall be treated in all respects as having the same effect as an original signature.  Section headings in this Amendment are included herein for convenience of reference only and shall not constitute part of this Amendment for any other purpose.
SECTION 7.    Governing Law. This Amendment and the rights and obligations of the parties under this Amendment shall be governed by, and construed and interpreted in accordance with, the law of the State of New York or, solely to the extent relating to the Canadian Pledge Agreement, the law of the Province of Ontario and the federal laws of Canada applicable therein.


SECTION 8.    Effectiveness.      In accordance with Section 10.01 of the Credit Agreement, this Amendment shall become effective at the time (the “Amendment Effective Date”) when each of the following conditions has been satisfied:
(a)    the Administrative Agent shall have received duly executed signature pages for this Amendment signed by the Loan Parties, the Required Lenders and the Administrative Agent;
(b)    the Administrative Agent (or its applicable Affiliate) shall have received: (i) a consent fee for the account of each Lender that consents to this Amendment by executing and delivering this Amendment to the Administrative Agent appropriately completed on or prior to 5:00 p.m., Eastern time, on April 10, 2015, in an amount equal to 0.05% of the sum of such Lender’s outstanding Loans under the Credit Agreement and (ii) all fees and reasonable out-of-pocket expenses required to be paid to the Administrative Agent (or any of its Affiliates) in connection with this Amendment in accordance with Section 10.04 of the Credit Agreement or as otherwise agreed with the Administrative Agent; and
(c)    the Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (or any of its Affiliates) to the extent invoiced on or prior to the date hereof. 
The Administrative Agent shall provide prompt written notice of the occurrence of the Amendment Effective Date to the Lenders.
[Signature Pages to follow]











































IN WITNESS WHEREOF, this Amendment has been duly executed by the parties hereto as of the date first written above. 
    
	
		
	LOAN PARTIES:  
	CIENA CORPORATION

	 
	

By: /s/ Elizabeth A. Dolce
      Name: Elizabeth A. Dolce
      Title:  Vice President and Treasurer

	 
	 

	 
	CIENA COMMUNICATIONS, INC.

	 
	

By: /s/ Elizabeth A. Dolce
      Name: Elizabeth A. Dolce
      Title:  Vice President and Treasurer

	 
	 

	 
	CIENA GOVERNMENT SOLUTIONS, INC.

	 
	

By: /s/ Elizabeth A. Dolce
      Name: Elizabeth A. Dolce
      Title:  Vice President and Treasurer















	
		
	 
	BANK OF AMERICA, N.A.,
as Administrative Agent

	 
	

By: /s/ Darlene R. Parmelee
      Name: Darlene R. Parmelee
      Title:  Vice President













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

	 
	

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













	
		
	 
	Arrowpoint CLO 2013-1, Ltd.,
as a Lender

	 
	

By: /s/ Colby D. Stilson
      Name: Colby D. Stilson
      Title:  Portfolio Manager













	
		
	 
	Arrowpoint CLO 2014-2, Ltd.,
as a Lender

	 
	

By: /s/ Colby D. Stilson
      Name: Colby D. Stilson
      Title:  Portfolio Manager













	
		
	 
	Arrowpoint CLO 2014-3, Ltd.,
as a Lender

	 
	

By: /s/ Colby D. Stilson
      Name: Colby D. Stilson
      Title:  Portfolio Manager













	
		
	 
	Arrowpoint CLO 2015-4, Ltd.,
as a Lender

	 
	

By: /s/ Colby D. Stilson
      Name: Colby D. Stilson
      Title:  Portfolio Manager















	
		
	 
	Aspen Bermuda Limited


 as a Lender


BY:  Deutsche Investment Management
Americas Inc.


Manager



	 
	BY:  /s/ Paula Penkal
        Name:  Paula Penkal
        Title:  VP

	 
	BY:  /s/ Eric S. Meyer
        Name:  Eric Meyer
        Title:  Portfolio Manager













	
		
	 
	Atrium VII


 as a Lender


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



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













	
		
	 
	Atrium VIII


 as a Lender


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



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













	
		
	 
	MADISON PARK FUNDING VIII, LTD.


 as a Lender


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



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













	
		
	 
	MADISON PARK FUNDING XIV, LTD.


 as a Lender


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



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















	
		
	 
	THE EATON CORPORATION MASTER
RETIREMENT TRUST


 as a Lender


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



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













	
		
	 
	Catamaran CLO 2014-2 Ltd.


 as a Lender


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



	 
	BY:  /s/ Daniel Gilligan
        Name:  Daniel Gilligan
        Title:  Authorized Signatory













	
		
	 
	CFIP CLO 2013-1, Ltd., 


 as a Lender


BY:  Chicago Fundamental Investment Partners,
LLC, as Collateral Manager



	 
	BY:  /s/ David C. Dieffenbacher
        Name:  Daniel C. Dieffenbacher
        Title:  Principal & Portfolio Manager













	
		
	 
	CFIP CLO 2014-1, Ltd., 


 as a Lender


BY:  Chicago Fundamental Investment Partners,
LLC, as Collateral Manager



	 
	BY:  /s/ David C. Dieffenbacher
        Name:  Daniel C. Dieffenbacher
        Title:  Principal & Portfolio Manager















	
		
	 
	Doral CLO II Ltd.


 as a Lender

	 
	BY:  /s/ Gibran Mahmud
        Name:  Gibran Mahmud
        Title:  Chief Investment Officer













	
		
	 
	Eaton Vance CLO 2014-1, Ltd.


 as a Lender


BY: Eaton Vance Management


Portfolio Manager

	 
	BY:  /s/ Michael Botthof
        Name:  Michael Botthof
        Title:  Vice President













	
		
	 
	Eaton Vance Institutional Senior Loan Fund


 as a Lender


BY: Eaton Vance Management as Investment 
Advisor



	 
	BY:  /s/ Michael Botthof
        Name:  Michael Botthof
        Title:  Vice President













	
		
	 
	Eaton Vance VT Floating-Rate Income Fund


 as a Lender


BY: Eaton Vance Management as Investment 
Advisor



	 
	BY:  /s/ Michael Botthof
        Name:  Michael Botthof
        Title:  Vice President













	
		
	 
	Google Inc.


 as a Lender


BY: Eaton Vance Management as Investment 
Advisor



	 
	BY:  /s/ Michael Botthof
        Name:  Michael Botthof
        Title:  Vice President













	
		
	 
	Flagship VII  Limited


 as a Lender


BY: Deutsche Investment Management
Americas, Inc., 


As Investment Manager

	 
	BY:  /s/ Paula Penkal
        Name:  Paula Penkal
        Title:  VP

	 
	BY:  /s/ Eric Meyer
        Name:  Eric Meyer
        Title:  Portfolio Manager













	
		
	 
	Guggenheim Stategy Funds Trust
Guggenheim Variable Insurance Strategy Fund
III


 as a Lender


BY: Guggenheim Partners Investment
Management, LLC as Investment Manager



	 
	BY:  /s/ Kaitlin Trinh
        Name:  Kaitlin Trinh
        Title:  Managing Director













	
		
	 
	Hamlet II, Ltd.


 as a Lender


BY:  Octagon Credit Investors, LLC


as Portfolio Manager

	 
	BY:  /s/ Lauren Basmadjian
        Name:  Lauren Basmadjian
        Title:  Portfolio Manager













	
		
	 
	HI-PF-BUL-SFonds


 as a Lender


BY: Guggenheim Partners Investment
Management, LLC as Asset Manager





	 
	BY:  /s/ Kaitlin Trinh
        Name:  Kaitlin Trinh
        Title:  Managing Director













	
		
	 
	Zilux Senior Loan Fund


 as a Lender


BY: Guggenheim Partners Investment
Management, LLC as Investment Manager





	 
	BY:  /s/ Kaitlin Trinh
        Name:  Kaitlin Trinh
        Title:  Managing Director













	
		
	 
	Health Net Community Solutions, Inc.


 as a Lender


BY: Deutsche Investment Management
Americas, Inc.


As Manager





	 
	BY:  /s/ Paula Penkal
        Name:  Paula Penkal
        Title:  VP

	 
	BY:  /s/ Eric Meyer
        Name:  Eric Meyer
        Title:  Portfolio Manager













	
		
	 
	Health Net of California, Inc.


 as a Lender


BY: Deutsche Investment Management
Americas, Inc.


As Manager





	 
	BY:  /s/ Paula Penkal
        Name:  Paula Penkal
        Title:  VP

	 
	BY:  /s/ Eric S. Meyer
        Name:  Eric Meyer
        Title:  Portfolio Manager













	
		
	 
	ICG US CLO 2014-1, Ltd.


 as a Lender


BY: Deutsche Investment Management
Americas, Inc.


As Manager





	 
	BY:  /s/ Seth Katzenstein
        Name:  Seth Katzenstein
        Title:  Authorized Signatory













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




BY:  /s/ Virginia R. Conway
        Name:  Virginia R. Conway
        Title:  Attorney-in-fact



















	
		
	 
	KVK CLO 2013-1, Ltd.


as a Lender




BY:  /s/ David Cifonelli
        Name:  David Cifonelli
        Title:  Vice President



















	
		
	 
	KVK CLO 2014-1, Ltd.


as a Lender




BY:  /s/ David Cifonelli
        Name:  David Cifonelli
        Title:  Vice President



















	
		
	 
	KVK CLO 2014-2, Ltd.


as a Lender




BY:  /s/ David Cifonelli
        Name:  David Cifonelli
        Title:  Vice President



















	
		
	 
	LANDMARK VIII CLO LTD


as a Lender


BY:  Landmark Funds LLC, as Manager




BY:  /s/ Thomas E. Bancroft
        Name:  Thomas  E. Bancroft
        Title:  Portfolio Manager



















	
		
	 
	Dominus Investments Limited


as a Lender




BY:  /s/ Adam Shapiro
        Name:  Adam Shapiro
        Title:  General Counsel



















	
		
	 
	Johns Hopkins Funds II Short Duration Credit
Opportunities Fund


as a Lender




BY:  /s/ Adam Shapiro
        Name:  Adam Shapiro
        Title:  General Counsel



















	
		
	 
	San Joaquin County Employees' Retirement
Association


as a Lender




BY:  /s/ Adam Shapiro
        Name:  Adam Shapiro
        Title:  General Counsel



















	
		
	 
	Stone Harbor Collective Investment Trust - 
Stone Harbor Bank Loan Collective Fund


as a Lender




BY:  /s/ Adam Shapiro
        Name:  Adam Shapiro
        Title:  General Counsel



















	
		
	 
	Stone Harbor Global Funds PLC - Stone Harbor
Leveraged Loan Portfolio


as a Lender




BY:  /s/ Adam Shapiro
        Name:  Adam Shapiro
        Title:  General Counsel



















	
		
	 
	Stone Harbor Leveraged Fund LLC


as a Lender




BY:  /s/ Adam Shapiro
        Name:  Adam Shapiro
        Title:  General Counsel



















	
		
	 
	LOOMIS SAYLES CREDIT OPPORTUNITIES FUND,
as Lender


By:  Loomis, Sayles & Company, L.P.
        the Investment Manager of the Fund


By:  Loomis, Sayles & Company, Incorporated,
        the General Partner of
        Loomis, Sayles & Company, L.P.




,
as a Lender




BY:  /s/ Mary McCarthy
        Name:  Mary McCarthy
        Title:  Vice President

















	
		
	 
	LOOMIS SAYLES SENIOR FLOATING LOAN FUND,
as Lender


By:  Loomis, Sayles & Company, L.P.
        Its Investment Manager 


By:  Loomis, Sayles & Company, Incorporated,
        Its General Partner 




,
as a Lender




BY:  /s/ Mary McCarthy
        Name:  Mary McCarthy
        Title:  Vice President

















	
		
	 
	THE LOOMIS SAYLES SENIOR FUND, LLC
as Lender


By:  Loomis, Sayles & Company, L.P.
        Its Managing Partner


By:  Loomis, Sayles & Company, Incorporated,
        Its General Partner
 




,
as a Lender




BY:  /s/ Mary McCarthy
        Name:  Mary McCarthy
        Title:  Vice President

















	
		
	 
	NATIXIS LOOMIS SAYLES SENIOR LOAN FUND,
As Lender


By:  Loomis, Sayles & Company, L.P.
        Its Investment Manager 


By:  Loomis, Sayles & Company, Incorporated,
        Its General Partner 




,
as a Lender




BY:  /s/ Mary McCarthy
        Name:  Mary McCarthy
        Title:  Vice President

















	
		
	 
	SEARS REGISTERED RETIREMENT PLAN,
As Lender


By:  Loomis, Sayles & Company, L.P.
        Its Investment Adviser


By:  Loomis, Sayles & Company, Incorporated,
        Its General Partner 
 




,
as a Lender




BY:  /s/ Mary McCarthy
        Name:  Mary McCarthy
        Title:  Vice President

















	
		
	 
	The Metropolitan Life Insurance Company,
as a Lender








BY:  /s/ Steven R. Bruno
        Name:  Steven R. Bruno
        Title:  Director

















	
		
	 
	The MetLife Insurance Company USA,
as a Lender








BY:  /s/ Steven R. Bruno
        Name:  Steven R. Bruno
        Title:  Director

















	
		
	Mountain View CLO 2014-1 Ltd.
By:  Seix Investment Advisors LLC, as Collateral Manager






as Lender






BY:  /s/ George Goudelias
        Name:  George Goudelias
        Title:  Managing Director
	 













	
		
	 
	Mt. Whitney Securities Inc.


as a Lender


By:  Deutsch Investment Management
Americas, Inc


As Manager




BY:  /s/ Paula Penkal
        Name:  Paula Penkal
        Title:  VP




BY:  /s/ Eric S. Meyer
        Name:  Eric Meyer
        Title:  Portfolio Manager

















	
		
	 
	Nomura Global Manager Select - Bank Loan 
Fund


as a Lender


By:  Deutsch Investment Management
Americas, Inc


Its Investment Sub-Advisor




BY:  /s/ Paula Penkal
        Name:  Paula Penkal
        Title:  VP




BY:  /s/ Eric S. Meyer
        Name:  Eric Meyer
        Title:  Portfolio Manager

















	
		
	 
	Oaktree EIF Ii Series A1, Ltd.


as a Lender


By: Oaktree Capital Management, L.P.


Its Collateral Manager




BY:  /s/ Andrew Park
        Name:  Andrew Park
        Title:  Vice President




BY:  /s/ Desmund Shirazi
        Name:  Desmund Shirazi
        Title:  Managing Director

















	
		
	 
	Octagon Investment Partners XI, LTd.


as a Lender


By:  Octogon Creditor Investors, LLC


as Collateral Manager




BY:  /s/ Lauren Basmadjian
        Name:  Lauren Basmadjian
        Title:  Portfolio Manager























	
		
	 
	Slater Mill Loan Fund, LP
as a Lender


By:  SHENKMAN CAPITAL MANAGEMENT, INC.,
        as Collateral Manager




BY:  /s/ Paula Penkal
        Name:  Paula Penkal
        Title:  VP



















	
		
	 
	Swiss capital Pro Loan III Plc


as a Lender


By:  For and behalf of BNY Mellon Trust 
Company (Ireland) Limited Power of 
Attorney




BY:  /s/ Sabrina Holub
        Name:  Sabrina Holub
        Title:  Client Services Manager



















	
		
	 
	TELOS CLO 2013-3, Ltd.


as a Lender


By:  Telos Asset Management, LLC








BY:  /s/ Jonathan Tepper
        Name:  Jonathan Tepper
        Title:  Managing Director



















	
		
	 
	TELOS CLO 2013-4, Ltd.


as a Lender


By:  Telos Asset Management, LLC








BY:  /s/ Jonathan Tepper
        Name:  Jonathan Tepper
        Title:  Managing Director



















	
		
	 
	TELOS CLO 2013-6, Ltd.


as a Lender


By:  Telos Asset Management, LLC








BY:  /s/ Jonathan Tepper
        Name:  Jonathan Tepper
        Title:  Managing Director



















	
		
	 
	THL Credit Wind River 2014-2 CLO, Ltd.


as a Lender


By: THL Credit Senior Loan Strategies LLC, as Manager








BY:  /s/ Kathleen Zarn
        Name:  Kathleen Zarn
        Title:  Managing Director



















	
		
	 
	Trinitas CLO I, Ltd.


as a Lender










BY:  /s/ Gibran Mahmud
        Name:  Gibran Mahmud
        Title:   Chief Investment Officer of
Triumph Captial Advisors, LLC As Asset
Manager

























	
		
	 
	Trinitas CLO II, Ltd.


as a Lender










BY:  /s/ Girbran Mahmud
        Name:  Gibran Mahmud
        Title:  Chief Investment Officer



















	
		
	 
	VENTURE XV CLO, Limited


as a Lender


By: its investment advisor


MJX Asset Management LLC




BY:  /s/ Michael Regan
        Name:  Michael Regan
        Title:  Managing Director



















	
		
	 
	VENTURE XVI CLO, Limited


as a Lender


By: its investment advisor


MJX Asset Management LLC




BY:  /s/ Michael Regan
        Name:  Michael Regan
        Title:  Managing Director



















	
		
	 
	VENTURE XVIII CLO, Limited


as a Lender


By: its investment advisor


MJX Asset Management LLC




BY:  /s/ Michael Regan
        Name:  Michael Regan
        Title:  Managing Director



















	
		
	 
	VENTURE X CLO, Limited


as a Lender


By: its investment advisor, MJX Asset
Management LLC




BY:  /s/ Michael Regan
        Name:  Michael Regan
        Title:  Managing Director



















	
		
	 
	VENTURE XI CLO, Limited


as a Lender


By: its investment advisor, MJX Asset 
Management LLC




BY:  /s/ Michael Regan
        Name:  Michael Regan
        Title:  Managing Director



















	
		
	 
	VENTURE XII CLO, Limited


as a Lender


BY: its investment advisor


MJX Asset Management LLC






BY:  /s/ Michael Regan
        Name:  Michael Regan
        Title:  Managing Director



















	
		
	 
	VENTURE XIII CLO, Limited


as a Lender


BY: its investment advisor


MJX Asset Management LLC






BY:  /s/ Michael Regan
        Name:  Michael Regan
        Title:  Managing Director



















	
		
	 
	VENTURE XIV CLO, Limited


as a Lender


BY: its investment advisor


MJX Asset Management LLC






BY:  /s/ Michael Regan
        Name:  Michael Regan
        Title:  Managing Director



















	
		
	 
	VENTURE XVII CLO, Limited


as a Lender


BY: its investment advisor, MJX Asset 
Management LLC






BY:  /s/ Michael Regan
        Name:  Michael Regan
        Title:  Managing Director



















	
		
	 
	West CLO 2014-1 Ltd.


as a Lender












BY:  /s/ Joanna Willars
        Name:  Joanna Willars
        Title:  Vice President, Authorized
Signatory



















	
		
	 
	West CLO 2014-2 Ltd.


as a Lender












BY:  /s/ Joanna Willars
        Name:  Joanna Willars
        Title:  Vice President, Analyst





















	
		
	 
	Ocean Trails CLO V,
as a Lender


By: West Gate Horizons Advisors, LLC,
       as Asset Manager






BY:  /s/ Ryan White
        Name:  Ryan White
        Title:  Senior Credit Analyst



















	
		
	 
	ZAIS CLO I, Limited
as a Lender


By: ZAIS Leveraged Loan Manager, LLC, its
Collateral Manager






BY:  /s/ Vincent Ingato          
        Name:  Vincent Ingato
        Title:  Managing Director



















	
		
	 
	ZAIS CLO 2, Limited
as a Lender


By: ZAIS Leveraged Loan Manager, LLC, its
Collateral Manager






BY:  /s/ Vincent Ingato          
        Name:  Vincent Ingato
        Title:  Managing Director



















	
		
	 
	Ascension Alpha Fund, LLC


as a Lender


By: Pioneer Institutional Asset Management,
Inc.


As its adviser






BY:  /s/ maggie begley          
        Name:  maggie begley
        Title:  Vice President and Associate 
General Counsel



















	
		
	 
	Ascension Health Master Pension Trust


as a Lender


By: Pioneer Institutional Asset Management,
Inc.


As its adviser






BY:  /s/ maggie begley      
        Name:  maggie begley
        Title:  Vice President and Associate 
General Counsel



















	
		
	 
	Pioneer Floating Rate Fund


as a Lender


By: Pioneer Investment Management, Inc.


As its adviser






BY:  /s/ maggie begley      
        Name:  maggie begley
        Title:  Vice President and Associate 
General Counsel



















	
		
	 
	Pioneer Short Term Income Fund


as a Lender


By: Pioneer Investment Management, Inc.


As its adviser






BY:  /s/ maggie begley      
        Name:  maggie begley
        Title:  Vice President and Associate 
General Counsel



















	
		
	 
	TRALEE CLO II, LTD


as a Lender


By: Par-Four Investment Management, LLC


       As Collateral Manager 








BY:  /s/ Dennis Gorczyca   
        Name:  Dennis Gorczyca
        Title:  Managing Director





















	
		
	 
	Bridgeport CLO II, LTD


as a Lender


By: Deerfield Capital Management, LLC, its
Collateral Manager 








BY:  /s/ Tracy Ewing               
        Name:  Tracy Ewing
        Title:  Authorized Signatory





















	
		
	 
	Bridgeport CLO II, Ltd.


as a Lender


By: Deerfield Capital Management, LLC, its
Collateral Manager 








BY:  /s/ Tracy Ewing               
        Name:  Tracy Ewing
        Title:  Authorized Signatory





















	
		
	 
	CIFC Funding 2007-III, Ltd.


as a Lender


By:  CIFC Asset Management, LLC, its 
Collateral Manager 








BY:  /s/ Tracy Ewing               
        Name:  Tracy Ewing
        Title:  Authorized Signatory





















	
		
	 
	CIFC Funding 2014-II, Ltd.


as a Lender


By:  CIFC Asset Management, LLC, its 
Collateral Manager 








BY:  /s/ Tracy Ewing               
        Name:  Tracy Ewing
        Title:  Authorized Signatory





















	
		
	 
	CIFC Funding 2014-III, Ltd.


as a Lender


By:  CIFC Asset Management, LLC, its 
Collateral Manager 








BY:  /s/ Tracy Ewing               
        Name:  Tracy Ewing
        Title:  Authorized Signatory





















	
		
	 
	ColumbusNova CLO IV Ltd 2007-II


as a Lender


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








BY:  /s/ Tracy Ewing               
        Name:  Tracy Ewing
        Title:  Authorized Signatory





















	
		
	 
	Primus CLO II, Ltd.


as a Lender


By:  CypressTree Investment Management
LLC, its Collateral Manager 








BY:  /s/ Tracy Ewing               
        Name:  Tracy Ewing
        Title:  Authorized Signatory





















	
		
	 
	Nomura Multi Managers Fund - Global Bond
GBD SYM Account


as a Lender


By:  Symphony Asset Management LLC








BY:  /s/ scott caraher               
        Name:  scott caraher
        Title:  portfolio manager





















	
		
	 
	Nuveen Symphony Floating Rate Income Fund


as a Lender


By:  Symphony Asset Management LLC








BY:  /s/ scott caraher               
        Name:  scott caraher
        Title:  portfolio manager





















	
		
	 
	Tuolumne Grove CLO, Ltd.
By:  Tall Tree Investment Management, LLC
as Collateral Manager,
__________________________________________


as a Lender








BY:  /s/ Michael J. Starshak Jr.             
        Name:  Michael J. Starshak Jr.
        Title:  officer





















	
		
	 
	Nelder Grove CLO, Ltd.
By:  Tall Tree Investment Management, LLC
as Collateral Manager,
__________________________________________


as a Lender








BY:  /s/ Michael J. Starshak Jr.             
        Name:  Michael J. Starshak Jr.
        Title:  officer





















	
		
	 
	Avery Point IV CLO, Limited


as a Lender


BY:  Sankaty Advisors, LLC, as Portfolio
Manager








BY:  /s/ Andrew Viens             
        Name: Andrew Viens
        Title:  Sr. Vice President of Operations





















	
		
	 
	Avery Point V CLO, Limited


as a Lender


BY:  Sankaty Advisors, LLC, as Portfolio
Manager








BY:  /s/ Andrew Viens             
        Name: Andrew Viens
        Title: Document Control Team





















	
		
	 
	Race Point V CLO, Limited


as a Lender


BY:  Sankaty Advisors, LLC, as Portfolio
Manager








BY:  /s/ Andrew Viens             
        Name: Andrew Viens
        Title:  Sr. Vice President of Operations





















	
		
	 
	Race Point VIII CLO, Limited


as a Lender


BY:  Sankaty Advisors, LLC, as Portfolio
Manager








BY:  /s/ Andrew Viens             
        Name: Andrew Viens
        Title:  Sr. Vice President of Operations





















	
		
	 
	Guggenheim Loan Fund, LLC


as a Lender


BY:  Guggenheim Partners Investment
Management, LLC as Manager








BY:  /s/ Kaitlin Trinh            
        Name: Kaitlin Trinh
        Title: Managing Director





















	
		
	 
	Race Point IX CLO, Limited


as a Lender


BY:  Sankaty Advisors, LLC, as Portfolio
Manager








BY:  /s/ Andrew Viens             
        Name: Andrew Viens
        Title:  Document Control Team