EX-10.3



 Exhibit 10.3 

AMENDMENT NO. 1 

AMENDMENT NO. 1, dated as of September 8, 2014 (this “Amendment”), by and among National Mentor Holdings, Inc., a
Delaware corporation (the “Borrower”), each of the other Loan Parties, Barclays Bank PLC, as Administrative Agent (“Administrative Agent”) under the Credit Agreement (as defined below) and the Lenders party hereto.

 RECITALS: 

WHEREAS, reference is hereby made to the Credit Agreement, dated as of January 31, 2014 (as amended, supplemented, amended and restated
or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, NMH Holdings, LLC, the Administrative Agent and each Lender from time to time party thereto, and the other parties thereto (capitalized terms used
but not defined herein having the meaning provided in the Credit Agreement); 
 WHEREAS, the Borrower has requested that the Lenders
and the Administrative Agent amend certain provisions of the Credit Agreement as set forth herein, and subject to the terms and conditions hereof, the Lenders and the Administrative Agent are willing to do so 

NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as
follows: 
  

	1.	Amendments to Credit Agreement. Section 6.1 is hereby amended by adding the following paragraph at the end thereof: 


“Notwithstanding anything to the contrary contained in this Section 6.1, the Borrower may satisfy its obligations under this
Section 6.1 with respect to financial information relating to the Borrower and its Subsidiaries by furnishing financial information relating to Civitas Solutions, Inc. and its Subsidiaries, including the Civitas Solutions, Inc. Form 10-K or
10-Q, as applicable, filed with the SEC; provided that, in the event that there are material differences between the information relating to Civitas Solutions, Inc., on the one hand, and the information relating to the Borrower and its
Restricted Subsidiaries on a standalone basis, on the other hand, the Borrower shall provide information that explains such material differences in reasonable detail.” 
  

	2.	Conditions to Effectiveness. This Amendment shall become effective on the date that the following conditions shall have been satisfied: 


(a) this Amendment shall have been executed and delivered by the Borrower, the Loan Parties, the Administrative Agent and the Required
Lenders; and 
 (b) all invoiced expenses of the Administrative Agent relating hereto (including those of counsel to the Administrative
Agent), shall have in each case been paid. 
  

	3.	 Representations and Warranties. By its execution of this Amendment, the Borrower hereby certifies that the execution, delivery and performance
by the Borrower and each other Loan Party of this Amendment, and each other Loan Document executed or to be 










	 	
executed by it in connection with this Amendment are within such Loan Party’s corporate or other organizational powers and have been duly authorized by all necessary corporate, limited
liability company, or other organizational action on the part of such Loan Party. This Amendment has been duly executed and delivered by each Loan Party and constitutes, and each other Loan Document to which any Loan Party is to be a party, when
executed and delivered by such Loan Party, will constitute, a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms and the terms of the Credit Agreement, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. 


 

	4.	Acknowledgments. Each Loan Party hereby expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof, (i) the covenants and agreements contained in each Loan Document to which it
is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated hereby and (ii) its guarantee of the Obligations of Borrower under the Security
Documents and its grant of Liens on the Collateral to secure the Obligations pursuant to the Security Documents. 

  

	5.	Entire Agreement. This Amendment, the Credit Agreement and the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent, constitute the entire contract
among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. 


 

	6.	GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. SECTIONS 10.12 AND 10.16 OF THE CREDIT AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE INTO THIS AMENDMENT AND SHALL APPLY HERETO. 


 

	7.	Severability. Any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.


  

	8.	Counterparts. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall
constitute a single contract. This Amendment shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures
of each of the other parties hereto. Delivery of an executed 


  
 -2- 









	 	
counterpart of a signature page of this Amendment by telecopy or other electronic transmission (including by .PDF) shall be effective as delivery of a manually executed counterpart of this
Amendment. 

  

	9.	Limited Effect. Except as expressly provided herein, the Credit Agreement and the other Loan Documents shall remain unmodified and in full force and effect. This Amendment shall not be deemed (a) to be a
waiver of, or consent to, or a modification or amendment of, any other term or condition of the Credit Agreement or any other Loan Document other than as expressly set forth herein, (b) to prejudice any right or rights which the Administrative
Agent or the Lenders may now have or may have in the future under or in connection with the Credit Agreement or the other Loan Documents or any of the instruments or agreements referred to therein, as the same may be amended, restated, supplemented
or modified from time to time, or (c) to be a commitment or any other undertaking or expression of any willingness to engage in any further discussion with the Borrower, any of its Subsidiaries or any other Person with respect to any other
waiver, amendment, modification or any other change to the Credit Agreement or the Loan Documents or any rights or remedies arising in favor of the Lenders or the Administrative Agent, or any of them, under or with respect to any such documents.
References in the Credit Agreement to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein”, “hereof” or other words of like import) and in any Loan Document to the
“Credit Agreement” shall be deemed to be references to the Credit Agreement as modified hereby. 

 [Signature Pages
Follow] 

  
 -3- 








 IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to
execute and deliver this Amendment as of the date first written above. 
  

					
	BARCLAYS BANK PLC,
	as Administrative Agent
		
	By:	 	 /s/ Vanessa A. Kurbatskiy

		 	Name:	 	Vanessa A. Kurbatskiy
		 	Title:	 	Vice President



  
 [Amendment No. 1] 








 
			
	NATIONAL MENTOR HOLDINGS, INC., as Borrower
		
	By:	 	 /s/ Denis M. Holler

	Name:	 	Denis M. Holler
	Title:	 	Chief Financial Officer and Treasurer
	
	NMH HOLDINGS, LLC, as Holdings
	
	By: Civitas Solutions, Inc., its sole member
		
	By:	 	 /s/ Denis M. Holler

	Name:	 	Denis M. Holler
	Title:	 	Chief Financial Officer and Treasurer
	
	SUBSIDIARY GUARANTORS:
	
	ADULT DAY HEALTH, INC.
	CALIFORNIA MENTOR FAMILY HOME AGENCY, LLC
	CORNERSTONE LIVING SKILLS, INC.
	FAMILY ADVOCACY SERVICES, LLC
	FIRST STEP INDEPENDENT LIVING PROGRAM, INC.
	HORRIGAN COLE ENTERPRISES, INC.
	ILLINOIS MENTOR, INC.
	ILLINOIS MENTOR COMMUNITY SERVICES, INC.
	INSTITUTE FOR FAMILY CENTERED SERVICES, INC.
	LOYD’S LIBERTY HOMES, INC.
	MASSACHUSETTS MENTOR, LLC
	MENTOR MANAGEMENT, INC.
	MENTOR MARYLAND, INC.
	NATIONAL MENTOR HEALTHCARE, LLC
	NATIONAL MENTOR HOLDINGS, LLC
	NATIONAL MENTOR SERVICES HOLDINGS, LLC
	NATIONAL MENTOR SERVICES, LLC
	NATIONAL MENTOR, LLC
	OHIO MENTOR, INC.
	REM ARROWHEAD, INC.
	REM CENTRAL LAKES, INC.
	REM COMMUNITY OPTIONS, LLC
	REM CONNECTICUT COMMUNITY SERVICES, INC.
	REM DEVELOPMENTAL SERVICES, INC.



  
 [Amendment No. 1] 








 
			
	REM EAST, LLC
	REM HEARTLAND, INC.
	REM HENNEPIN, INC.
	REM INDIANA COMMUNITY SERVICES, INC.
	REM INDIANA COMMUNITY SERVICES II, INC.
	REM INDIANA, INC.
	REM IOWA COMMUNITY SERVICES, INC.
	REM IOWA, INC.
	REM MANAGEMENT, INC.
	REM MARYLAND, INC.
	REM MINNESOTA COMMUNITY SERVICES, INC.
	REM MINNESOTA, INC.
	REM NEVADA, INC.
	REM NEW JERSEY, INC.
	REM NORTH DAKOTA, INC.
	REM NORTH STAR, INC.
	REM OCCAZIO, INC.
	REM OHIO, INC.
	REM OHIO WAIVERED SERVICES, INC.
	REM RAMSEY, INC.
	REM RIVER BLUFFS, INC.
	REM SOUTH CENTRAL SERVICES, INC.
	REM SOUTHWEST SERVICES, INC.
	REM WEST VIRGINIA, LLC
	REM WISCONSIN, INC.
	RFM WISCONSIN II, INC.
	REM WISCONSIN III, INC.
	REM WOODVALE, INC.
	SOUTH CAROLINA MENTOR, INC.
	TRANSITIONAL SERVICES, LLC
	UNLIMITED QUEST, INC.
		
	By:	 	 /s/ Denis M. Holler

	Name:	 	Denis M. Holler
	Title:	 	Chief Financial Officer and Treasurer



  
 [Amendment No. 1] 








 
			
	CAREMERIDIAN, LLC
	CENTER FOR COMPREHENSIVE SERVICES, INC.
	MENTOR ABI, LLC
	PROGRESSIVE LIVING UNITS SYSTEMS-NEW JERSEY, INC.
		
	By:	 	 /s/ Denis M. Holler

	Name:	 	Denis M. Holler
	Title:	 	Treasurer



  
 [Amendment No. 1] 








 
					
	BARCLAYS BANK PLC, as a Lender
		
	By:	 	 /s/ Vanessa A. Kurbatskiy

		 	Name:	 	Vanessa A. Kurbatskiy
		 	Title:	 	Vice President



  
 [Amendment No. 1] 








 
					
	Lord Abbett Investment Trust – Lord Abbett Floating Rate Fund as a Lender
		
	By:	 	 /s/ Jeffrey Lapin

		 	Name:	 	Jeffrey Lapin
		 	Title:	 	Porfolio Manager



  
 [Amendment No. 1] 








 
					
	Lord Abbett Bank Loan Trust, as a Lender
		
	By:	 	 /s/ Jeffrey Lapin

		 	Name:	 	Jeffrey Lapin
		 	Title:	 	Portfolio Manager



  
 [Amendment No. 1] 








 
					
	National Electric Benefit Fund, as a Lender
		
	By:	 	 /s/ Jeffrey Lapin

		 	Name:	 	Jeffrey Lapin
		 	Title:	 	Portfolio Manager



  
 [Amendment No. 1] 








 
					
	TICP CLO I, Ltd. as a Lender
		
	By:	 	 /s/ Jennifer Mello

		 	Name:	 	Jennifer Mello
		 	Title:	 	Vice President of its collateral manager



  
 [Amendment No. 1] 








 
							
	Franklin Investors Securities Trust - Franklin Floating Rate Daily Access Fund, as a Lender
		
	By:	 	 /s/    MADELINE
LAM        

		 	Name:	 	MADELINE LAM	 	
		 	Title:	 	VICE PRESIDENT	 	



  
 [Amendment No. 1] 








 
							
		 	Franklin Floating Rate Master Trust – Franklin Floating Rate Master Series, as a Lender
		
	By:	 	 /s/    Madeline
Lam        

		 	Name:	 	Madeline Lam	 	
		 	Title:	 	Asst. Vice President	 	



  
 [Amendment No. 1] 








 
							
	Franklin Templeton Series II Funds – Franklin Floating Rate II Fund, as a Lender
		
	By:	 	 /s/    Madeline
Lam        

		 	Name:	 	Madeline Lam	 	
		 	Title:	 	Asst. Vice President	 	



  
 [Amendment No. 1] 








 
							
	Franklin Templeton Limited Duration Income Trust, as a Lender
		
	By:	 	 /s/    Madeline
Lam        

		 	Name:	 	Madeline Lam	 	
		 	Title:	 	Asst. Vice President	 	



  
 [Amendment No. 1] 








 
					
	JEFFERIES FINANCE LLC, as a Lender
		
	By:	 	 /s/ J. Paul McDonnell

		 	Name:	 	J. Paul McDonnell
		 	Title:	 	Managing Director



  
 [Amendment No. 1] 








 
					
	JFIN REVOLVER CLO LTD, as a Lender
	
	By: JEFFERIES FINANCE LLC, As Portfolio Manager
		
	By:	 	 /s/ J. Paul McDonnell

		 	Name:	 	J. Paul McDonnell
		 	Title:	 	Managing Director



  
 [Amendment No. 1] 








 
					
	THL Credit Wind River 2014-1 CLO Ltd.
	
	as a Lender
	
	By THL Credit Advisors LLC, as Interim Investment Manager
		
	By:	 	 /s/ Kathleen Zarn

		 	Name:	 	Kathleen Zarn
		 	Title:	 	Managing Director



  
 [Amendment No. 1] 








 
					
	THL CREDIT WIND RIVER 2013-1 CLO LTD.
	
	as a Lender
	
	By: THL Credit Senior Loan Strategies LLC, as Investment Manager
		
	By:	 	 /s/ Kathleen Zarn

		 	Name:	 	Kathleen Zarn
		 	Title:	 	Managing Director



  
 [Amendment No. 1] 








 
					
	THL Credit Wind River 2012-1 CLO Ltd.
	
	as a Lender
	
	By: THL Credit Senior Loan Strategies LLC, as Investment Manager
		
	By:	 	 /s/ Kathleen Zarn

		 	Name:	 	Kathleen Zarn
		 	Title:	 	Managing Director



  
 [Amendment No. 1] 








 
					
	General Electric Pension Trust
	
	as a Lender
	
	By: Sankaty Advisors, LLC as Investment Manager
		
	By:	 	 /s/ Andrew S. Viens

		 	Name:	 	Andrew S. Viens
		 	Title:	 	Sr. Vice President of Operations



  
 [Amendment No. 1] 








 
					
	San Francisco City and County Employees’ Retirement System
	
	as a Lender
	
	By: Sankaty Advisors, LLC, as Investment Manager
		
	By:	 	 /s/ Andrew Viens

		 	Name:	 	Andrew Viens
		 	Title:	 	Sr. Vice President of Operations



  
 [Amendment No. 1] 








 
					
	AVAW Loans Sankaty z.H. Internationale Kapitalan-lagegesellschaft mbH
	
	as a Lender
	
	By: Sankaty Advisors, LLC as Fund Manager
		
	By:	 	 /s/ Andrew Viens

		 	Name:	 	Andrew Viens
		 	Title:	 	Sr. Vice President of Operations



  
 [Amendment No. 1] 








 
					
	Avery Point II CLO, Limited
	
	as a Lender
	
	By: Sankaty Advisors, LLC, as Portfolio Manager
		
	By:	 	 /s/ Andrew S. Viens

		 	Name:	 	Andrew S. Viens
		 	Title:	 	Sr. Vice President of Operations



  
 [Amendment No. 1] 








 
					
	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



  
 [Amendment No. 1] 








 
					
	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



  
 [Amendment No. 1] 








 
					
	Race Point V CLO, Limited
	
	as a Lender
	
	By: Sankaty Advisors LLC, as Portfolio Manager
		
	By:	 	 /s/ Andrew S. Viens

		 	Name:	 	Andrew S. Viens
		 	Title:	 	Sr. Vice President of Operations



  
 [Amendment No. 1] 








 
					
	Race Point VI 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



  
 [Amendment No. 1] 








 
					
	Race Point VII 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



  
 [Amendment No. 1] 








 
					
	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



  
 [Amendment No. 1] 








 
					
	Sankaty Senior Loan Fund Public Limited Company
	
	as a Lender
	
	By: Sankaty Advisors, LLC, as Investment Manager
		
	By:	 	 /s/ Andrew S. Viens

		 	Name:	 	Andrew S. Viens
		 	Title:	 	Sr. Vice President of Operations



  
 [Amendment No. 1] 








 
					
	Sankaty Senior Loan Fund, L.P.
	
	as a Lender
		
	By:	 	 /s/ Andrew S. Viens

		 	Name:	 	Andrew S. Viens
		 	Title:	 	Sr. Vice President of Operations



  
 [Amendment No. 1] 








 
					
	Suzuka INKA
	
	as a Lender
	
	By: Sankaty Advisors, LLC, as Fund Manager
		
	By:	 	 /s/ Andrew Viens

		 	Name:	 	Andrew Viens
		 	Title:	 	Sr. Vice President of Operations



  
 [Amendment No. 1] 








 
					
	NewMark Capital Funding 2013-1 CLO Ltd.
	
	as a Lender
	
	By: NewMark Capital LLC, its Collateral Manager
		
	By:	 	 /s/ Mark Gold

		 	Name:	 	Mark Gold
		 	Title:	 	CEO



  
 [Amendment No. 1] 








 
					
	NewMark Capital Funding 2014-2 CLO LLC
	
	as a Lender
	
	By: NewMark Capital LLC, its Collateral Manager
		
	By:	 	 /s/ Mark Gold

		 	Name:	 	Mark Gold
		 	Title:	 	CEO



  
 [Amendment No. 1] 








 
					
	SSOMF Loan Funding LLC
	
	as a Lender
	
	By: Citibank, N.A.,
		
	By:	 	 /s/ Tina Tran

		 	Name:	 	Tina Tran
		 	Title:	 	Director



  
 [Amendment No. 1] 








 
					
	SSD LOAN FUNDING LLC
	
	as a Lender
	
	By: Citibank, N.A.,
		
	By:	 	 /s/ Tina Tran

		 	Name:	 	Tina Tran
		 	Title:	 	Director



  
 [Amendment No. 1] 








 
					
	Employees’ Retirement System of the City of Baltimore
	
	as a Lender
		
	By:	 	 /s/ David Benevides

		 	Name:	 	David Benevides
		 	Title:	 	Manager



  
 [Amendment No. 1] 








 
					
	JHF II Diversified Strategies Fund
	
	as a Lender
		
	By:	 	 /s/ David Benevides

		 	Name:	 	David Benevides
		 	Title:	 	Manager



  
 [Amendment No. 1] 








 
					
	JHF II Strategic Income Opportunities Fund
	
	as a Lender
		
	By:	 	 /s/ David Benevides

		 	Name:	 	David Benevides
		 	Title:	 	Manager



  
 [Amendment No. 1] 








 
					
	John Hancock Income Fund (F/K/A John Hancock Strategic Income Fund)
	
	as a Lender
		
	By:	 	 /s/ David Benevides

		 	Name:	 	David Benevides
		 	Title:	 	Manager



  
 [Amendment No. 1] 








 
					
	John Hancock Variable Insurance Trust Strategic Income Opportunities Trust
	
	as a Lender
		
	By:	 	 /s/ David Benevides

		 	Name:	 	David Benevides
		 	Title:	 	Manager



  
 [Amendment No. 1] 








 
					
	Kentucky Retirement Systems Insurance
	
	as a Lender
		
	By:	 	 /s/ David Benevides

		 	Name:	 	David Benevides
		 	Title:	 	Manager



  
 [Amendment No. 1] 








 
					
	Kentucky Retirement Systems Pension
	
	as a Lender
		
	By:	 	 /s/ David Benevides

		 	Name:	 	David Benevides
		 	Title:	 	Manager



  
 [Amendment No. 1] 








 
					
	Manulife Asset Management Strategic Income Pooled Fund
	
	as a Lender
		
	By:	 	 /s/ David Benevides

		 	Name:	 	David Benevides
		 	Title:	 	Manager



  
 [Amendment No. 1] 








 
					
	Manulife Floating Rate Income Fund
	
	as a Lender
		
	By:	 	 /s/ David Benevides

		 	Name:	 	David Benevides
		 	Title:	 	Manager



  
 [Amendment No. 1] 








 
					
	Manulife Global Fixed Income Private Trust
	
	as a Lender
		
	By:	 	 /s/ David Benevides

		 	Name:	 	David Benevides
		 	Title:	 	Manager



  
 [Amendment No. 1] 








 
					
	Manulife Global Tactical Credit Fund
	
	as a Lender
		
	By:	 	 /s/ David Benevides

		 	Name:	 	David Benevides
		 	Title:	 	Manager



  
 [Amendment No. 1] 








 
					
	Manulife Investments Trust - Floating Rate Income Fund
	
	as a Lender
		
	By:	 	 /s/ David Benevides

		 	Name:	 	David Benevides
		 	Title:	 	Manager



  
 [Amendment No. 1] 








 
					
	Manulife Investments Trust - Strategic Income Fund
	
	as a Lender
		
	By:	 	 /s/ David Benevides

		 	Name:	 	David Benevides
		 	Title:	 	Manager



  
 [Amendment No. 1] 








 
					
	Manulife Strategic Balanced Yield Fund
	
	as a Lender
		
	By:	 	 /s/ David Benevides

		 	Name:	 	David Benevides
		 	Title:	 	Manager



  
 [Amendment No. 1] 








 
					
	Manulife Strategic Income Fund
	
	as a Lender
		
	By:	 	 /s/ David Benevides

		 	Name:	 	David Benevides
		 	Title:	 	Manager



  
 [Amendment No. 1] 








 
					
	Manulife U.S. Dollar Floating Rate Income Fund
	
	as a Lender
		
	By:	 	 /s/ David Benevides

		 	Name:	 	David Benevides
		 	Title:	 	Manager



  
 [Amendment No. 1] 








 
					
	Manulife U.S. Tactical Credit Fund
	
	as a Lender
		
	By:	 	 /s/ David Benevides

		 	Name:	 	David Benevides
		 	Title:	 	Manager



  
 [Amendment No. 1] 








 
					
	Public Employees Retirement Association of New Mexico
	
	as a Lender
		
	By:	 	 /s/ David Benevides

		 	Name:	 	David Benevides
		 	Title:	 	Manager



  
 [Amendment No. 1] 








 
					
	Symmetry Global Bond Fund
	
	as a Lender
		
	By:	 	 /s/ David Benevides

		 	Name:	 	David Benevides
		 	Title:	 	Manager



  
 [Amendment No. 1] 








 
					
	Teachers’ Retirement System of the State of Illinois
	
	as a Lender
		
	By:	 	 /s/ David Benevides

		 	Name:	 	David Benevides
		 	Title:	 	Manager



  
 [Amendment No. 1] 








 
					
	BLACKSTONE TREASURY SOLUTIONS MASTER FUND L.P.
	
	as a Lender
	
	By: GSO Capital Advisors LLC, its Investment Manager
		
	By:	 	 /s/ D. Sean Cort

		 	Name:	 	D. Sean Cort
		 	Title:	 	Managing Director



  
 [Amendment No. 1] 








 
					
	BLACKSTONE/GSO STRATEGIC CREDIT FUND
	
	as a Lender
	
	By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
		
	By:	 	 /s/ D. Sean Cort

		 	Name:	 	D. Sean Cort
		 	Title:	 	Managing Director



  
 [Amendment No. 1] 








 
					
	Blackstone / GSO Secured Trust Ltd.
	
	as a Lender
	
	By: GSO / Blackstone Debt Funds Management LLC as Investment Manager
		
	By:	 	 /s/ D. Sean Cort

		 	Name:	 	D. Sean Cort
		 	Title:	 	Managing Director



  
 [Amendment No. 1] 








 
					
	Blackstone / GSO Senior Floating Rate Term Fund
	
	as a Lender
	
	By: GSO / Blackstone Debt Funds Management LLC as Investment Advisor
		
	By:	 	 /s/ D. Sean Cort

		 	Name:	 	D. Sean Cort
		 	Title:	 	Managing Director



  
 [Amendment No. 1] 








 
					
	Blackstone / GSO Senior Loan Portfolio
	
	as a Lender
	
	By: GSO / Blackstone Debt Funds Management LLC as Sub-Adviser
		
	By:	 	 /s/ D. Sean Cort

		 	Name:	 	D. Sean Cort
		 	Title:	 	Managing Director



  
 [Amendment No. 1] 








 
					
	FS Global Credit Opportunities Fund
	
	as a Lender
	
	By: GSO Capital Partners LP as Sub-Adviser
		
	By:	 	 /s/ D. Sean Cort

		 	Name:	 	D. Sean Cort
		 	Title:	 	Managing Director



  
 [Amendment No. 1] 








 
					
	Musashi Secured Credit Fund Ltd.
	
	as a Lender
	
	By: GSO Capital Advisors LLC, as Manager
		
	By:	 	 /s/ D. Sean Cort

		 	Name:	 	D. Sean Cort
		 	Title:	 	Managing Director



  
 [Amendment No. 1] 








 
					
	PPG Industries, Inc. Pension Plan Trust
	
	as a Lender
	
	By: GSO Capital Advisors LLC, As its Investment Advisor
		
	By:	 	 /s/ D. Sean Cort

		 	Name:	 	D. Sean Cort
		 	Title:	 	Managing Director



  
 [Amendment No. 1] 








 
					
	Sun Life Assurance Company of Canada (US)
	
	as a Lender
	
	By: GSO / Blackstone Debt Funds Management LLC as Sub-Advisor
		
	By:	 	 /s/ D. Sean Cort

		 	Name:	 	D. Sean Cort
		 	Title:	 	Managing Director



  
 [Amendment No. 1] 








 
					
	Carlyle Global Market Strategies CLO 2012-1, Ltd.
	
	as a Lender
		
	By:	 	 /s/ Linda Pace

		 	Name:	 	Linda Pace
		 	Title:	 	Managing Director



  
 [Amendment No. 1] 








 
					
	Carlyle Global Market Strategies CLO 2012-2, Ltd.
	
	as a Lender
		
	By:	 	 /s/ Linda Pace

		 	Name:	 	Linda Pace
		 	Title:	 	Managing Director



  
 [Amendment No. 1] 








 
					
	Carlyle Global Market Strategies CLO 2012-4, Ltd.
	
	as a Lender
		
	By:	 	 /s/ Linda Pace

		 	Name:	 	Linda Pace
		 	Title:	 	Managing Director



  
 [Amendment No. 1] 








 
					
	Carlyle Global Market Strategies CLO 2013-1, Ltd.
	
	as a Lender
		
	By:	 	 /s/ Linda Pace

		 	Name:	 	Linda Pace
		 	Title:	 	Managing Director



  
 [Amendment No. 1] 








 
					
	Carlyle Global Market Strategies CLO 2013-4, Ltd.
	
	as a Lender
		
	By:	 	 /s/ Linda Pace

		 	Name:	 	Linda Pace
		 	Title:	 	Managing Director



  
 [Amendment No. 1] 








 
					
	Carlyle Global Market Strategies CLO 2014-1, Ltd.
	
	as a Lender
		
	By:	 	 /s/ Linda Pace

		 	Name:	 	Linda Pace
		 	Title:	 	Managing Director



  
 [Amendment No. 1] 








 
					
	Carlyle Global Market Strategies CLO 2014-2, Ltd.
	
	as a Lender
		
	By:	 	 /s/ Linda Pace

		 	Name:	 	Linda Pace
		 	Title:	 	Managing Director



  
 [Amendment No. 1] 








 
					
	Carlyle Global Market Strategies CLO 2014-3, Ltd.
	
	as a Lender
		
	By:	 	 /s/ Linda Pace

		 	Name:	 	Linda Pace
		 	Title:	 	Managing Director



  
 [Amendment No. 1] 








 
					
	ACE American Insurance Company
	
	as a Lender
	
	By: T. Rowe Price Associates, Inc. as investment advisor
		
	By:	 	 /s/ Brian Burns

		 	Name:	 	Brian Burns
		 	Title:	 	Vice President



  
 [Amendment No. 1] 








 
					
	T. Rowe Price Floating Rate Fund, Inc.
	
	as a Lender
		
	By:	 	 /s/ Brian Burns

		 	Name:	 	Brian Burns
		 	Title:	 	Vice President



  
 [Amendment No. 1] 








 
					
	T. Rowe Price Floating Rate Multi-Sector Account Portfolio
	
	as a Lender
		
	By:	 	 /s/ Brian Burns

		 	Name:	 	Brian Burns
		 	Title:	 	Vice President



  
 [Amendment No. 1] 








 
					
	T. Rowe Price Institutional Floating Rate Fund
	
	as a Lender
		
	By:	 	 /s/ Brian Burns

		 	Name:	 	Brian Burns
		 	Title:	 	Vice President



  
 [Amendment No. 1] 








 
					
	AGF Floating Rate Income Fund
	
	as a Lender
	
	By: Eaton Vance Management as Portfolio Manager
		
	By:	 	 /s/ Michael Botthof

		 	Name:	 	Michael Botthof
		 	Title:	 	Vice President



  
 [Amendment No. 1] 








 
					
	Columbia Funds Variable Series Trust II - Variable Portfolio - Eaton Vance Floating-Rate Income Fund
	
	as a Lender
	
	By: Eaton Vance Management as Investment Sub-Advisor
		
	By:	 	 /s/ Michael Botthof

		 	Name:	 	Michael Botthof
		 	Title:	 	Vice President



  
 [Amendment No. 1] 








 
					
	Eaton Vance CDO X PLC
	
	as a Lender
	
	By: Eaton Vance Management as Investment Advisor
		
	By:	 	 /s/ Michael Botthof

		 	Name:	 	Michael Botthof
		 	Title:	 	Vice President



  
 [Amendment No. 1] 








 
					
	Eaton Vance Floating-Rate Income Plus Fund
	
	as a Lender
	
	By: Eaton Vance Management as Investment Advisor
		
	By:	 	 /s/ Michael Botthof

		 	Name:	 	Michael Botthof
		 	Title:	 	Vice President



  
 [Amendment No. 1] 








 
					
	Eaton Vance Floating-Rate Income Trust
	
	as a Lender
	
	By: Eaton Vance Management as Investment Advisor
		
	By:	 	 /s/ Michael Botthof

		 	Name:	 	Michael Botthof
		 	Title:	 	Vice President



  
 [Amendment No. 1] 








 
					
	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



  
 [Amendment No. 1] 








 
					
	Eaton Vance International (Cayman Islands) Floating-Rate Income Portfolio
	
	as a Lender
	
	By: Eaton Vance Management as Investment Advisor
		
	By:	 	 /s/ Michael Botthof

		 	Name:	 	Michael Botthof
		 	Title:	 	Vice President



  
 [Amendment No. 1] 








 
					
	Eaton Vance Limited Duration Income Fund
	
	as a Lender
	
	By: Eaton Vance Management as Investment Advisor
		
	By:	 	 /s/ Michael Botthof

		 	Name:	 	Michael Botthof
		 	Title:	 	Vice President



  
 [Amendment No. 1] 








 
					
	Eaton Vance Senior Floating-Rate Trust
	
	as a Lender
	
	By: Eaton Vance Management as Investment Advisor
		
	By:	 	 /s/ Michael Botthof

		 	Name:	 	Michael Botthof
		 	Title:	 	Vice President



  
 [Amendment No. 1] 








 
					
	Eaton Vance Senior Income Trust
	
	as a Lender
	
	By: Eaton Vance Management as Investment Advisor
		
	By:	 	 /s/ Michael Botthof

		 	Name:	 	Michael Botthof
		 	Title:	 	Vice President



  
 [Amendment No. 1] 








 
					
	Eaton Vance Short Duration Diversified Income Fund
	
	as a Lender
	
	By: Eaton Vance Management as Investment Advisor
		
	By:	 	 /s/ Michael Botthof

		 	Name:	 	Michael Botthof
		 	Title:	 	Vice President



  
 [Amendment No. 1] 








 
					
	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



  
 [Amendment No. 1] 








 
					
	Grayson & Co
	
	as a Lender
	
	By: Boston Management and Research as Investment Advisor
		
	By:	 	 /s/ Michael Botthof

		 	Name:	 	Michael Botthof
		 	Title:	 	Vice President



  
 [Amendment No. 1] 








 
					
	KP Fixed Income Fund
	
	as a Lender
	
	By: Eaton Vance Management as Investment Sub-Advisor
		
	By:	 	 /s/ Michael Botthof

		 	Name:	 	Michael Botthof
		 	Title:	 	Vice President



  
 [Amendment No. 1] 








 
					
	MET Investors Series Trust -Met/Eaton Vance Floating Rate Portfolio
	
	as a Lender
	
	By: Eaton Vance Management as Investment Sub-Advisor
		
	By:	 	 /s/ Michael Botthof

		 	Name:	 	Michael Botthof
		 	Title:	 	Vice President



  
 [Amendment No. 1] 








 
					
	Pacific Life Funds-PL Floating Rate Loan Fund
	
	as a Lender
	
	By: Eaton Vance Management as Investment Sub-Advisor
		
	By:	 	 /s/ Michael Botthof

		 	Name:	 	Michael Botthof
		 	Title:	 	Vice President



  
 [Amendment No. 1] 








 
					
	Pacific Select Fund Floating Rate Loan Portfolio
	
	as a Lender
	
	By: Eaton Vance Management as Investment Sub-Advisor
		
	By:	 	 /s/ Michael Botthof

		 	Name:	 	Michael Botthof
		 	Title:	 	Vice President



  
 [Amendment No. 1] 








 
					
	Senior Debt Portfolio
	
	as a Lender
	
	By: Boston Management and Research as Investment Advisor
		
	By:	 	 /s/ Michael Botthof

		 	Name:	 	Michael Botthof
		 	Title:	 	Vice President



  
 [Amendment No. 1] 








 
					
	Dunham Floating Rate Bond Fund
	
	as a Lender
		
	By:	 	 /s/ Kyle Jennings

		 	Name:	 	Kyle Jennings
		 	Title:	 	Managing Director



  
 [Amendment No. 1] 








 
					
	Virtus Senior Floating Rate Fund
	
	as a Lender
		
	By:	 	 /s/ Kyle Jennings

		 	Name:	 	Kyle Jennings
		 	Title:	 	Managing Director



  
 [Amendment No. 1] 








 
					
	Beach Point Loan Master Fund, L.P.
	
	as a Lender
	
	By: Beach Point Capital Management LP its Investment Manager
		
	By:	 	 /s/ Carl Goldsmith

		 	Name:	 	Carl Goldsmith
		 	Title:	 	Co-Chief Investment Officer



  
 [Amendment No. 1] 








 
					
	Beach Point SCF Loan LP
	
	as a Lender
	
	By: Beach Point Capital Management LP its Investment Manager
		
	By:	 	 /s/ Carl Goldsmith

		 	Name:	 	Carl Goldsmith
		 	Title:	 	Co-Chief Investment Officer



  
 [Amendment No. 1] 








 
							
	BlueBay Global High Income Loan Investments (Luxembourg) S.A., as a Lender
	
	BlueBay Asset Management LLP acting as agent for: BlueBay Global High Income Loan Investments (Luxembourg) S.A.
			
	By:	 	/s/ Maria Sarli	 	/s/    CLAIRE HARDWICK        
		 	  

		 	Name:	 	Maria Sarli	 	CLAIRE HARDWICK
		 	Title:	 	Authorised Signatory	 	 AUTHORISED

SIGNATORY




  
 [Amendment No. 1] 








 
					
	 Catalyst/Princeton Floating Rate Income Fund

By: Princeton Advisory Group, Inc. the Sub-Advisor, as a Lender

		
	By:	 	 /s/ Ashish Sood

		 	Name:	 	Ashish Sood
		 	Title:	 	Senior Analyst



  
 [Amendment No. 1] 








 
					
	 Commonwealth of Pennsylvania Treasury Department

By: Princeton Advisory Group, Inc. the Asset Manager, as a Lender

		
	By:	 	 /s/ Ashish Sood

		 	Name:	 	Ashish Sood
		 	Title:	 	Senior Analyst



  
 [Amendment No. 1] 








 
					
	UBS AG, STAMFORD BRANCH as a Lender
		
	By:	 	 /s/ Lana Gifas

		 	Name:	 	Lana Gifas
		 	Title:	 	Director
		
	By:	 	 /s/ Jennifer Anderson

		 	Name:	 	Jennifer Anderson
		 	Title:	 	Associate Director



  
 [Amendment No. 1] 








 
					
	GOLDMAN SACHS BANK USA, as a Lender
		
	By:	 	 /s/ Michelle Latzoni

		 	Name:	 	Michelle Latzoni
		 	Title:	 	Authorized Signatory



  
 [Amendment No. 1] 








 
					
	Manulife Global Strategic Balanced Yield Fund
	
	as a Lender
		
	By:	 	 /s/ David Benevides

		 	Name:	 	David Benevides
		 	Title:	 	Manager



  
 [Amendment No. 1] 








 
					
	Venture XVII CLO Limited
	
	as a Lender
	
	By: its investment advisor, MJX Asset Management, LLC
		
	By:	 	 /s/ Kenneth Ostmann

		 	Name:	 	Kenneth Ostmann
		 	Title:	 	Portfolio Manager



  
 [Amendment No. 1] 








 
					
	Blackstone / GSO Global Dynamic Credit Funding Ltd
	
	as a Lender
	
	By: Blackstone / GSO Global Dynamic Credit Master Fund, its Sole Shareholder
	By: Blackstone / GSO Debt Funds Management Europe Limited, its Manager
		
	By:	 	 /s/ D. Sean Cort

		 	Name:	 	D. Sean Cort
		 	Title:	 	Managing Director



  
 [Amendment No. 1] 








 
					
	John Hancock Global Short Duration Credit Fund
	
	as a Lender
		
	By:	 	 /s/ David Benevides

		 	Name:	 	David Benevides
		 	Title:	 	Manager



  
 [Amendment No. 1] 








 
					
	NORTHWOODS CAPITAL XI, LIMITED
	
	as a Lender
	
	By: Angelo, Gordon & Co., LP As Collateral Manager
		
	By:	 	 /s/ Bruce Martin

		 	Name:	 	Bruce Martin
		 	Title:	 	Managing Director



  
 [Amendment No. 1] 








 
					
	Federated Bank Loan Core Fund
	
	as a Lender
		
	By:	 	 /s/ Tony Delserone

		 	Name:	 	Tony Delserone
		 	Title:	 	Vice President and Senior Portfolio Manager



  
 [Amendment No. 1] 








 
					
	VENTURE XII CLO, Limited
	
	as a Lender
	
	By: its investment advisor MJX Asset Management LLC
		
	By:	 	 /s/ Kenneth Ostmann

		 	Name:	 	Kenneth Ostmann
		 	Title:	 	Portfolio Manager



  
 [Amendment No. 1] 








 
			
	Stichting Pensioenfonds Hoogovens, as a Lender
	
	By: DDJ Capital Management, LLC, on behalf of Stichting Pensioenfonds Hoogovens, in its capacity as Manager
		
	By:	 	 /s/ David J. Breazzano

	Name:	 	David J. Breazzano
	Title:	 	President
	
	Stichting Bewaarder Syntrus Achmea Global High Yield Pool, as a Lender
	
	By: Syntrus Achmea Asset Management, as asset manager
	
	By: DDJ Capital Management, LLC, as subadvisor
		
	By:	 	 /s/ David J. Breazzano

	Name:	 	David J. Breazzano
	Title:	 	President
	
	Stichting Pensioenfonds voor Fysiotherapeuten, as a Lender
	
	By: DDJ Capital Management, LLC, in its capacity as investment manager
		
	By:	 	 /s/ David J. Breazzano

	Name:	 	David J. Breazzano
	Title:	 	President



  
 Signature Pages to
Amendment No. 1 to Credit Agreement 








 
			
	Caterpillar Inc. Master Retirement Trust, as a Lender
	
	By: DDJ Capital Management, LLC, on behalf of Caterpillar Inc. Master Retirement Trust, in its capacity as investment manager
		
	By:	 	 /s/ David J. Breazzano

	Name:	 	David J. Breazzano
	Title:	 	President
	
	J.C. Penney Corporation, Inc. Pension Plan Trust, as a Lender
	
	By: DDJ Capital Management, LLC, on behalf of J.C. Penney Corporation, Inc. Pension Plan Trust, in its capacity as investment manager
		
	By:	 	 /s/ David J. Breazzano

	Name:	 	David J. Breazzano
	Title:	 	President
	
	Houston Municipal Employees Pension System, as a Lender
	
	By: DDJ Capital Management, LLC, in its capacity as Manager
		
	By:	 	 /s/ David J. Breazzano

	Name:	 	David J. Breazzano
	Title:	 	President



  
 Signature Pages to
Amendment No. 1 to Credit Agreement 








 
			
	DDJ Capital Management Group Trust – High Yield Investment Fund, as a Lender
	
	By: DDJ Capital Management, LLC, in its capacity as Investment Manager
		
	By:	 	 /s/ David J. Breazzano

	Name:	 	David J. Breazzano
	Title:	 	President
	
	Russell Investment Company - Russell Global Opportunistic Credit Fund, as a Lender
	
	By: DDJ Capital Management, LLC, in its capacity as Money Manager
		
	By:	 	 /s/ David J. Breazzano

	Name:	 	David J. Breazzano
	Title:	 	President
	
	National Railroad Retirement Investment Trust, as a Lender
	
	By: DDJ Capital Management, LLC, in its capacity as Investment Manager
		
	By:	 	 /s/ David J. Breazzano

	Name:	 	David J. Breazzano
	Title:	 	President



  
 Signature Pages to
Amendment No. 1 to Credit Agreement 








 
			
	Sears Holdings Pension Trust, as a Lender
	
	By: DDJ Capital Management, LLC, in its capacity as Investment Manager
		
	By:	 	 /s/ David J. Breazzano

	Name:	 	David J. Breazzano
	Title:	 	President
	
	Principal Funds, Inc. – Global Diversified Income Fund, as a Lender
	
	By: DDJ Capital Management, LLC, in its capacity as Sub-Advisor
		
	By:	 	 /s/ David J. Breazzano

	Name:	 	David J. Breazzano
	Title:	 	President
	
	Russell Global High Income Bond Pool, as a Lender
	
	By: DDJ Capital Management, LLC, in its capacity as Money Manager
		
	By:	 	 /s/ David J. Breazzano

	Name:	 	David J. Breazzano
	Title:	 	President



  
 Signature Pages to
Amendment No. 1 to Credit Agreement 








 
			
	Russell Institutional Funds, LLC – Russell High Yield Bond Fund, as a Lender
	
	By: DDJ Capital Management, LLC, in its capacity as Money Manager
		
	By:	 	 /s/ David J. Breazzano

	Name:	 	David J. Breazzano
	Title:	 	President
	
	Sears Canada Inc. Registered Retirement Plan, as a Lender
	
	By: DDJ Capital Management, LLC, in its capacity as Investment Manager
		
	By:	 	 /s/ David J. Breazzano

	Name:	 	David J. Breazzano
	Title:	 	President
	
	District of Columbia Retirement Board, as a Lender
	
	By: DDJ Capital Management, LLC, in its capacity as Investment Manager
		
	By:	 	 /s/ David J. Breazzano

	Name:	 	David J. Breazzano
	Title:	 	President



  
 Signature Pages to
Amendment No. 1 to Credit Agreement 








 
			
	DDJ Arvo High Yield Fund, L.P., as a Lender
	
	By: DDJ/GP Arvo High Yield, LLC, its General Partner
	
	By: DDJ Capital Management LLC, Manager
		
	By:	 	 /s/ David J. Breazzano

	Name:	 	David J. Breazzano
	Title:	 	President



  
 Signature Pages to
Amendment No. 1 to Credit Agreement 








 
					
	Multi-Credit Capital Holdings 1 Limited, as a Lender
	
	By: Northern Trust (Guernsey) Limited solely in its capacity as Custodian*
			
	By:	 	 /s/ Jane Le Tissier
	 	/s/ Anne Le Lievre
	Name:	 	Jane Le Tissier	 	Anne Le Lievre
	Title:	 	Authorised Signatory	 	Authorised Signatory
	
	 *  Northern Trust (Guernsey) Limited (“NTGL”) is signing this document solely in its capacity as
custodian of Multi-Credit Capital Holdings 1 Limited, and not in any personal capacity. NTGL makes no representations, warranties or undertakings of any kind in any personal capacity to the counterparty pursuant to this agreement, and the
counterparty shall have no right of recourse to NTGL in any way whatsoever.




  
 Signature Pages to
Amendment No. 1 to Credit Agreement 








 
			
	UAW Retiree Medical Benefits Trust
	
	By: State Street Bank and Trust company, solely in its capacity as Trustee for UAW Retiree Medical Benefits Trust, as directed by DDJ Capital Management, LLC, and not in its individual capacity
		
	By:	 	 /s/    Timothy B.
Stone        

	Name:	 	Timothy B. Stone
	Title:	 	 Vice President

State Street Bank & Trust Co.




  
 Signature Pages to
Amendment No. 1 to Credit Agreement