EX-10.3 10 a2226208zex-10_3.htm EX-10.3

Exhibit 10.3

Execution Version

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 18, 2013 (this “Amendment”) is entered into by Laureate Education, Inc., a Maryland corporation (the “Parent Borrower”), Inciativas Culturales De España S.L., a Spanish limited liability company (the “Foreign Subsidiary Borrower”, together with the Parent Borrower, the “Borrowers”), Citibank, N.A. as successor Administrative Agent and Collateral Agent (in such capacities, the “Administrative Agent” and “Collateral Agent,” respectively) and certain financial institutions listed on the signature pages hereto.

RECITALS

A. Reference is hereby made to the Amended and Restated Credit Agreement, dated as of June 16, 2011, as it has been or may be amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”; capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement, by and among the Parent Borrower, the Foreign Subsidiary Borrower, the lending institutions party thereto from time to time and Citibank, N.A., as successor Administrative Agent and Collateral Agent.

B. Pursuant to the Credit Agreement, the Lenders have extended, and have agreed to extend, credit to the Borrowers.

C. The Borrowers, the Administrative Agent and the Lenders party hereto desire to amend the Credit Agreement as set forth herein, subject to the satisfaction of the conditions precedent to effectiveness referred to in Section 6 hereof.

Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Amendments to the Credit Agreement. On the Amendment Effective Date (as defined below), the following amendments are made to the Credit Agreement:

(a) Section 1.1 of the Credit Agreement is hereby amended by adding the following terms in proper alphabetical order:

“First ARCA Amendment Effective Date” shall mean January 18, 2013.”

“Series B New Term Loan Joinder Agreement” shall mean that Joinder Agreement dated as of January 18, 2013 among the Series B New Term Loan Lenders party thereto, the Parent Borrower and the Administrative Agent.

“Series B New Term Loan Lenders” shall mean, at any time, any Lender that has a Series B New Term Loan, and any successors or assigns of the Series B New Term Loan

Lenders.

“Series B New Term Loans” shall mean the New Term Loans in an aggregate principal amount of $250,000,000 made to the Parent Borrower under the Series B New Term Loan Joinder Agreement.

(b) The definition of “Series 2018 Extended Term Loan” in Section 1.1 of the Credit agreement is hereby amended by adding the following at the end thereof:

“The Series B New Term Loans shall be deemed Series 2018 Extended Term Loans for all purposes of this Agreement, other than Section 2.5(b)(iii).”

(c) The final sentence of Section 2.14(a) of the Credit agreement is hereby deleted in its entirety and replaced with the following:

“Any New Term Loans made on an Increased Amount Date may, as agreed to by the Parent Borrower and the New Term Lenders making such New Term Loans, be designated as a separate series (“Series”) of New Term Loans or a part of an existing Series or Class of Term Loans, in each case for all purposes of this Agreement. Without limiting the foregoing, the Series B New Term Loans shall be deemed to be of the same Series and Class as the Series 2018 Extended Term Loans for all purposes under the Credit Agreement, other than Section 2.5(b)(iii).”

(d) Section 5.1(c) of the Credit Agreement is hereby amended by deleting such clause in its entirety and replacing it with the following:

“(c) In the event that, on or prior to the date that is six months after the First ARCA Amendment Effective Date, the Parent Borrower (x) makes any prepayment of any Series 2018 Extended Term Loans (including, for the avoidance of doubt, any Series B New Term Loans) in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to the Series 2018 Extended Term Loans (including, for the avoidance of doubt, any Series B New Term Loans), the Parent Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Series 2018 Extended Term Lenders and Series B New Term Loan Lenders, (I) in the case of clause (x), a prepayment premium of 1.0% of the amount of the Series 2018 Extended Term Loans (including, for the avoidance of doubt, any Series B New Term Loans) being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Series 2018 Extended Term Loans (including, for the avoidance of doubt, any Series B New Term Loans) outstanding immediately prior to such amendment.”

SECTION 2. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, the Borrowers represent and warrant to each of the Lenders party hereto and the Administrative Agent that, as of the date hereof:

(a) The representations and warranties set forth in Section 8 of the Credit

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Agreement are true and correct in all material respects on and as of the date hereof to the same extent as if made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that to the extent any such representation and warranty is already qualified by materiality or Material Adverse Effect, such representation and warranty shall be true and correct in all respects.

(b) Each Borrower has the requisite power and authority to execute and deliver this Amendment and to perform its obligations under this Amendment and each other Credit Document, as amended hereby. The execution and delivery of this Amendment and the performance by each Borrower of this Amendment and each other Credit Document (as amended hereby) to which it is a party have been duly approved by all necessary organizational action of each such Borrower. The execution and delivery of this Amendment and the performance of the Credit Agreement by each Borrower do not and will not (i) require any registration with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority, where the failure to obtain such registration, consent or approval or give such notice, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect and (ii) result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of such Borrower (other than Liens created under the Credit Documents) pursuant to, the terms of any Contractual Requirement;

(c) This Amendment has been duly executed and delivered by each Borrower that is a party hereto and this Amendment is the legally valid and binding obligation of each such Borrower, enforceable against such Borrower in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability; and

(d) No Default or Event of Default has occurred and is continuing.

SECTION 3. Amendment Effectiveness. The effectiveness of this Amendment shall be subject to the following conditions precedent:

(a) the Administrative Agent shall have received from each of the Borrowers and the Lenders constituting Required Lenders, a duly executed and delivered counterpart of this Amendment signed on behalf of such party;

(b) the Administrative Agent shall have received the executed legal opinions of DLA Piper LLP (US), counsel to the Parent Borrower, together with all other legal opinions reasonably requested by Administrative Agent in connection with this Amendment, in each case in form and substance reasonably satisfactory to the

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Administrative Agent;

(c) the Administrative Agent shall have received (i) for its account or the account of each Lender entitled thereto all fees in connection with this Amendment agreed to prior to the Amendment Effective Date and all amounts due and payable to the Administrative Agent on or prior to the Amendment Effective Date pursuant to the Credit Documents, including, to the extent invoiced prior to the date hereof, reimbursement of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrowers hereunder or under any other Credit Document; and

(d) the Administrative Agent shall have received the Series B New Term Loan Joinder Agreement executed and delivered by the Series B New Term Loan Lenders party thereto, the Parent Borrower and the Administrative Agent contemporaneously with the effectiveness of this Amendment.

The date on which such conditions have been satisfied (or waived by the Administrative Agent) is referred to herein as the “Amendment Effective Date”.

SECTION 4. Effect of Amendment. Except as expressly provided in this Amendment, nothing herein shall be deemed to entitle any Credit Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Credit Document in similar or different circumstances. On and after the Amendment Effective Date, this Amendment shall constitute a “Credit Document” for all purposes of the Credit Agreement and the other Credit Documents.

SECTION 5. Consent. Each Lender that delivers an executed counterpart of this Amendment hereby consents to this Amendment.

SECTION 6. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other customary means of electronic transmission (e.g., “pdf”) shall be as effective as delivery of a manually executed counterpart hereof.

SECTION 7. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

SECTION 8. Submission to Jurisdiction; WAIVER OF JURY TRIAL. Section 14.13 of the Credit Agreement is hereby incorporated by reference herein. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT

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TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AMENDMENT, THE CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

SECTION 9. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized officers, all as of the date and year first above written.

| LAUREATE EDUCATION, INC., as
| Parent Borrower
| By: | /s/ Eilif Serck-Hanssen
| Name: | Eilif Serck-Hanssen
| Title: | Executive Vice President and
|  | Chief Financial Officer
| INICIATIVAS CULTURALES DE
| ESPANA S.L., as Foreign Subsidiary Borrower
| By: | /s/ Eilif Serck-Hanssen
| Name: | Eilif Serck-Hanssen
| Title: | Director

[Signature Page to First Amendment]

| CITIBANK, N.A., as Administrative Agent and as a Lender
| By: | /s/ Caesar W. Wyszomirski
| Name: | Caesar W. Wyszomirski
| Title: | Vice President

[Signature Page to First Amendment]

| LATITUDE CLO I, LTD,
| as a Lender
| By: | /s/ Kirk Wallace
| Name: | Kirk Wallace
| Title: | Senior Vice President

[Signature Page to First Amendment]

| LATITUDE CLO III, LTD,
| as a Lender
| By: | /s/ Kirk Wallace
| Name: | Kirk Wallace
| Title: | Senior Vice President

[Signature Page to First Amendment]

| GoldenTree High Yield Value Fund Offshore (Strategic), Limited, as a Lender
| By: | GoldenTree Asset Management, LP
| By: | /s/ Karen Weber
| Name: | Karen Weber
| Title: | Director - Bank Debt

[Signature Page to First Amendment]

| The University of Chicago, as a Lender
| By: | GoldenTree Asset Management, LP
| By: | /s/ Karen Weber
| Name: | Karen Weber
| Title: | Director - Bank Debt

[Signature Page to First Amendment]

| Unipension Invest F.M.B.A. High Yield obligationer, as a Lender
| By: | GoldenTree Asset Management, LP
| By: | /s/ Karen Weber
| Name: | Karen Weber
| Title: | Director - Bank Debt

[Signature Page to First Amendment]

| Swiss Capital Pro Loan V PLC, as a Lender
| By: | GoldenTree Asset Management, LP
| By: | /s/ Karen Weber
| Name: | Karen Weber
| Title: | Director - Bank Debt

[Signature Page to First Amendment]

| Swiss Capital Pro Loan III PLC, as a Lender
| By: | GoldenTree Asset Management, LP
| By: | /s/ Karen Weber
| Name: | Karen Weber
| Title: | Director - Bank Debt

[Signature Page to First Amendment]

| SC Pro Loan II Limited, as a Lender
| By: | GoldenTree Asset Management, LP
| By: | /s/ Karen Weber
| Name: | Karen Weber
| Title: | Director - Bank Debt

[Signature Page to First Amendment]

| CenturyLink, Inc. Defined Benefit Master Trust, as a Lender
| By: | GoldenTree Asset Management, LP
| By: | /s/ Karen Weber
| Name: | Karen Weber
| Title: | Director - Bank Debt

[Signature Page to First Amendment]

| Absalon II Limited, as a Lender
| By: | GoldenTree Asset Management, LP
| By: | /s/ Karen Weber
| Name: | Karen Weber
| Title: | Director - Bank Debt

[Signature Page to First Amendment]

| Stichting PGGM Depositary, acting in its capacity as depositary of PGGM High Yield, as a Lender
| By: | GoldenTree Asset Management, LP
| By: | /s/ Karen Weber
| Name: | Karen Weber
| Title: | Director - Bank Debt

[Signature Page to First Amendment]

| City of New York Group Trust, as a Lender
| By: | GoldenTree Asset Management, LP
| By: | /s/ Karen Weber
| Name: | Karen Weber
| Title: | Director - Bank Debt

[Signature Page to First Amendment]

| GoldenTree High Yield Value Fund Offshore 110 Limited, as a Lender
| By: | /s/ Karen Weber
| Name: | Karen Weber
| Title: | Director - Bank Debt

[Signature Page to First Amendment]

| New Mexico Educational Retirement Board, as a Lender
| By: | GoldenTree Asset Management, LP
| By: | /s/ Karen Weber
| Name: | Karen Weber
| Title: | Director - Bank Debt

[Signature Page to First Amendment]

| Hcal thNet of California, Inc., as a Lender
| By: | GoldenTree Asset Management, LP
| By: | /s/ Karen Weber
| Name: | Karen Weber
| Title: | Director - Bank Debt

[Signature Page to First Amendment]

| GN3 SIP Limited, as a Lender
| By: | GoldenTree Asset Management, LP
| By: | /s/ Karen Weber
| Name: | Karen Weber
| Title: | Director - Bank Debt

[Signature Page to First Amendment]

| GoldenTree 2004 Trust, as a Lender
| By: | GoldenTree Asset Management, LP
| By: | /s/ Karen Weber
| Name: | Karen Weber
| Title: | Director - Bank Debt

[Signature Page to First Amendment]

| Dignity Health, as a Lender
| By: | GoldenTree Asset Management, LP
| By: | /s/ Karen Weber
| Name: | Karen Weber
| Title: | Director - Bank Debt

[Signature Page to First Amendment]

| GoldenTree Loan Opportunities III, Limited, as a Lender
| By: GoldenTree Asset Management, LP
| By: | /s/ Karen Weber
| Name: | Karen Weber
| Title: | Director - Bank Debt

[Signature Page to First Amendment]

| GoldenTree Loan Opportunities IV, Limited, as a Lender
| By: GoldenTree Asset Management, LP
| By: | /s/ Karen Weber
| Name: | Karen Weber
| Title: | Director - Bank Debt

[Signature Page to First Amendment]

| GoldenTree Loan Opportunities V, Limited, as a Lender
| By: GoldenTree Asset Management, LP
| By: | /s/ Karen Weber
| Name: | Karen Weber
| Title: | Director - Bank Debt

[Signature Page to First Amendment]

| GoldenTree Loan Opportunities VI, Limited, as a Lender
| By: GoldenTree Asset Management, LP
| By: | /s/ Karen Weber
| Name: | Karen Weber
| Title: | Director - Bank Debt

[Signature Page to First Amendment]

| BlackRock Senior High Income Fund, Inc.
| By: BlackRock Financial Management, Inc., its Sub-Advisor
| Allied World Assurance Company, Ltd
| By: BlackRock Financial Management, Inc., its Investment Manager
| JPMBI re Blackrock Bankloan Fund
| By: BlackRock Financial Management Inc., as Sub-Advisor
| BlackRock Floating Rate Income Trust
| By: BlackRock Financial Management, Inc., its Sub-Advisor
| BlackRock Strategic Bond Trust
| By: BlackRock Financial Management, Inc., its Sub-Advisor
| BlackRock Defined Opportunity Credit Trust
| By: BlackRock Financial Management Inc., its Sub-Advisor
| BlackRock High Yield Trust
| By: BlackRock Financial Management, Inc., its Sub-Advisor
| BlackRock Limited Duration Income Trust
| By: BlackRock Financial Management, Inc., its Sub-Advisor
| BMICLO I
| By: BlackRock Financial Management, Inc., its Investment Manager
| BlackRock Funds II, BlackRock Floating Rate Income Portfolio
| By: BlackRock Financial Management, Inc., its Sub-Advisor
| BlackRock Global Long/Short Credit Fund of BlackRock Funds
| By: BlackRock Financial Management, Inc., its Sub-Advisor
| BlackRock Funds II, BlackRock High Yield Bond Portfolio
| By: BlackRock Financial Management, Inc., its Sub-Advisor
| BlackRock Funds II, BlackRock Multi-Asset Income Portfolio
| By: BlackRock Advisors, LLC, its Sub-Advisor
| BlackRock Secured Credit Portfolio of BlackRock Funds II By: BlackRock Financial Management Inc., its Sub-Advisor
| BlackRock Funds II, BlackRock Strategic Income Opportunities Portfolio By: BlackRock Financial Management, Inc., its Registered Sub-Advisor
| BlackRock Senior Income Series II
| By: BlackRock Financial Management, Inc., its Collateral Manager
| BlackRock Senior Income Series V
| By: BlackRock Financial Management, Inc., its Collateral Manager

[Signature Page to First Amendment]

| BlackRock Senior Income Series V Limited
| By: BlackRock Financial Management, Inc., its Collateral Manager
| Strategic Income Opportunities Bond Fund
| By: BlackRock Institutional Trust Company, NA, not in its individual capacity but as Trustee of the Strategic Income Opportunities Bond Fund
| BlackRock Corporate High Yield Fund, Inc.
| By: BlackRock Financial Management, Inc., its Sub-Advisor
| BlackRock Corporate High Yield Fund III, Inc.
| By: BlackRock Financial Management, Inc., its Sub-Advisor
| BlackRock Debt Strategies Fund, Inc.
| By: BlackRock Financial Management, Inc., its Sub-Advisor
| BlackRock Fixed Income Value Opportunities
| By: BlackRock Financial Management, Inc., its Investment Advisor
| BlackRock Floating Rate Income Strategies Fund, Inc.
| By: BlackRock Financial Management, Inc., its Sub-Advisor
| BlackRock Global Investment Series: Income Strategies Portfolio By: BlackRock Financial Management, Inc., its Sub-Advisor
| Adfam Investment Company LLC
| By: BlackRock Financial Management, Inc., its Investment Advisor
| Houston casualty Company
| By: BlackRock Investment Management, LLC, its Investment Manager
| U.S. Specialty Insurance Company
| By: BlackRock Investment Management, LLC, its Investment Manager
| BlackRock High Income Shares
| By: BlackRock Financial Management, Inc., its Sub-Advisor
| Alterra Bermuda Limited
| By: BlackRock Financial Management, Inc., its Investment Advisor
| BlackRock Corporate High Yield Fund VI, Inc.
| By: BlackRock Financial Management, Inc., its Sub-Advisor
| BlackRock Corporate High Yield Fund V, Inc.
| By: BlackRock Financial Management, Inc., its Sub-Advisor
| Ironshore Inc.
| By: BlackRock Financial Management, Inc., its Investment Advisor
| Magnetite VI, Limited
| By: BlackRock Financial Management, Inc., Its Collateral Manager

[Signature Page to First Amendment]

| BlackRock Fixed Income Portable Alpha Master Series Trust
| By: BlackRock Financial Management, Inc., its Investment Advisor
| Permanens Capital L.P.
| By: BlackRock Financial Management, Inc., its Sub-Advisor
| BlackRock Senior Floating Rate Portfolio
| By: BlackRock Financial Management, Inc., its Sub-Advisor
| Scor Global Life Americas Reinsurance Company
| By: BlackRock Financial Management, Inc., its Investment Manager
| as a Lenders
| By: | /s/ C. Adrian Marshall
| Name: | C . Adrian Marshall
| Title: | Authorized Signatory

[Signature Page to First Amendment]

| Future Fund Board of Guardians, as a Lender
| By: Sankaty Advisors, LLC, as its Investment Advisor
| By: | /s/ Andrew S. Viens
| Name: | Andrew S. Viens
| Title: | Sr. Vice President of Operations

[Signature Page to First Amendment]

| Chatham Light II CLO, Limited, as a Lender
| By: Sankaty Advisors, LLC as Collateral Manager
| By: | /s/ Andrew S. Viens
| Name: | Andrew S. Viens
| Title: | Sr. Vice President of Operations

[Signature Page to First Amendment]

| Community Insurance 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

[Signature Page to First Amendment]

| Drawbridge Investment Limited, as a Lender
| By: Sankaty Advisors, LLC as Authorized Agent
| By: | /s/ Andrew S. Viens
| Name: | Andrew S. Viens
| Title: | Sr. Vice President of Operations

[Signature Page to First Amendment]

| Nash Point CLO, as Lender
| By: Sankaty Advisors, LLC as Collateral Manager
| By: | /s/ Andrew S. Viens
| Name: | Andrew S. Viens
| Title: | Sr. Vice President of Operations

[Signature Page to First Amendment]

| Qantas Superannuation Plan, 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

[Signature Page to First Amendment]

| RBS Pension Trustee Limited as Trustee to The Royal Bank of Scotland Group Pension Fund, as a Lender
| By: Sankaty Advisors LLC, it Investment Advisor
| By: | /s/ Andrew S. Viens
| Name: | Andrew S. Viens
| Title: | Sr. Vice President of Operations

[Signature Page to First Amendment]

| Race Point III CLO, as Lender
| By: Sankaty Advisors, LLC as Collateral Manager
| By: | /s/ Andrew S. Viens
| Name: | Andrew S. Viens
| Title: | Sr. Vice President of Operations

[Signature Page to First Amendment]

| Race Point IV CLO, Ltd., as a Lender
| By: Sankaty Advisors, LLC as Collateral Manager
| By: | /s/ Andrew S. Viens
| Name: | Andrew S. Viens
| Title: | Sr. Vice President of Operations

[Signature Page to First Amendment]

| Race Point V CLO, Limited, as a Lender
| By: Sankaty Advisors, LLC Its Asset Manager
| By: | /s/ Andrew S. Viens
| Name: | Andrew S. Viens
| Title: | Sr. Vice President of Operations

[Signature Page to First Amendment]

| Race Point VI CLO, Ltd, as Lender
| By: Sankaty Advisors LLC, as Asset Manager
| By: | /s/ Andrew S. Viens
| Name: | Andrew S. Viens
| Title: | Sr. Vice President of Operations

[Signature Page to First Amendment]

| Race Point VII 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

[Signature Page to First Amendment]

| Sankaty High Income Partnership, L.P.. as a Lender
| By: Sankaty Advisors, LLC as Investment Advisor
| By: | /s/ Andrew S. Viens
| Name: | Andrew S. Viens
| Title: | Sr. Vice President of Operations

[Signature Page to First Amendment]

| Sankaty Senior Loan Fund, L.P., as a Lender
| By: | /s/ Andrew S. Viens
| Name: | Andrew S. Viens
| Title: | Sr. Vice President of Operations

[Signature Page to First Amendment]

| WellPoint, Inc., 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

[Signature Page to First Amendment]

| FORE CLO LTD.2007-I, as a Lender
| By: Fore Research & Management, LP
| By: | /s/ Daniel Agranoff
| Name: | Daniel Agranoff
| Title: | Chief Financial Officer, Fore Research & Management, LP

[Signature Page to First Amendment]

| Wells Fargo Principal Lending, LLC., as a Lender
| By: | /s/ Jeff Nikora
| Name: | Jeff Nikora
| Title: | Executive Vice President

[Signature Page to First Amendment]

This consent is made by the following Lender, acting through the undersigned investment advisor:

| ACE American Insurance Company, as a Lender
| By: T. Rowe Price Associates, Inc. as investment advisor
| By: | /s/ Jonathan Siegel
| Name: | Jonathan Siegel
| Title: | Vice President

[Signature Page to First Amendment]

This consent is made by the following Lender, acting through the undersigned investment advisor:

| T. Rowe Price Floating Rate Fund, Inc., as a Lender
| By: | /s/ Jonathan Siegel
| Name: | Jonathan Siegel
| Title: | Vice President

[Signature Page to First Amendment]

This consent is made by the following Lender, acting through the undersigned investment advisor:

| T. Rowe Price Floating Rate Multi-Sector Account Portfolio, as a Lender
| By: | /s/ Jonathan Siegel
| Name: | Jonathan Siegel
| Title: | Vice President

This consent is made by the following Lender, acting through the undersigned investment advisor:

| T. Rowe Price Institutional Floating Rate Fund, as a Lender
| By: | /s/ Jonathan Siegel
| Name: | Jonathan Siegel
| Title: | Vice President

[Signature Page to First Amendment]

| VENTURE XII CLO, Limited, as a Lender
| By: its investment advisor MJX Asset Management LLC
| By: | /s/ Atha Baugh
| Name: | Atha Baugh
| Title: | Port folio Manager

| DUANE STREET CLO IV, LTD., as a
| Lender
| By: Citigroup Alternative Investments LLC,
| as Collateral Manager
| By: | /s/ Melanie Hanlon
| Name: | Melanie Hanlon
| Title: | Director

[Signature Page to First Amendment]

| Ivy High Income Fund, as a Lender
| By: | /s/ Bryan C. Krug
| Name: | Bryan C. Krug
| Title: | Sr. Vice President

[Signature Page to First Amendment]

| Draco Dollar Funding Ltd., as a Lender
| By: | /s/ Sinsia Krnic
| Name: | Sinsia Krnic
| Title: | Director

[Signature Page to First Amendment]

| Vela Dollar Funding Ltd., as a Lender
| By: | /s/ Sinsia Krnic
| Name: | Sinsia Krnic
| Title: | Director

| BlueMountain CLO II, LTD, as a Lender
| By: BLUEMOUNTAIN CAPITAL MANAGEMENT
| Its Collateral Manager
| By: | /s/ Jack Chau
| Name: | Jack Chau
| Title: | Associate

[Signature Page to First Amendment]

| BlueMountain CLO III, LTD, as a Lender
| By: BLUEMOUNTAIN CAPITAL MANAGEMENT
| Its Collateral Manager
| By: | /s/ Jack Chau
| Name: | Jack Chau
| Title: | Associate

[Signature Page to First Amendment]

| Franklin Floating Rate Master Trust - Franklin Floating Rate Master Series, as a Lender
| By: | /s/ Richard Hsu
| Name: | Richard Hsu
| Title: | Associate Vice President

[Signature Page to First Amendment]

| Franklin Investors Securities Trust - Franklin Floating Rate Daily Access Fund, as a Lender
| By: | /s/ Richard Hsu
| Name: | Richard Hsu
| Title: | Associate Vice President

[Signature Page to First Amendment]

| Franklin Templeton Series II Funds - Franklin Floating Rate II Fund, as a Lender
| By: | /s/ Richard Hsu
| Name: | Richard Hsu
| Title: | Associate Vice President

[Signature Page to First Amendment]

| Venture IX CDO, Limited, as a Lender
| By: its investment advisor, MJX Asset Management LLC
| By: | /s/ Atha Baugh
| Name: | Atha Baugh
| Title: | Managing Director

[Signature Page to First Amendment]

| Venture VIII CDO, Limited, as a Lender
| By: its investment advisor, MJX Asset Management, LLC
| By: | /s/ Atha Baugh
| Name: | Atha Baugh
| Title: | Managing Director

[Signature Page to First Amendment]

| Venture V CDO Limited, as a Lender
| By: its investment advisor, MJX Asset Management, LLC
| By: | /s/ Atha Baugh
| Name: | Atha Baugh
| Title: | Portfolio Manager

| Venture VI CDO Limited, as a Lender
| By: its investment advisor, MJX Asset Management, LLC
| By: | /s/ Atha Baugh
| Name: | Atha Baugh
| Title: | Managing Director

[Signature Page to First Amendment]

| Venture VII CDO Limited, as a Lender
| By: its investment advisor, MJX Asset Management, LLC
| By: | /s/ Atha Baugh
| Name: | Atha Baugh
| Title: | Managing Director

[Signature Page to First Amendment]

| Venture XI CLO, Limited, as a Lender
| By: its investment advisor, MJX Asset Management, LLC
| By: | /s/ Atha Baugh
| Name: | Atha Baugh
| Title: | Portfolio Manager

| Citibank N.A. - Secondary Trading Leverage 8 ALT, as a Lender
| By: | /s/ Brian S. Broyles
| Name: | Brian S. Broyles
| Title: | Attorney-in-fact

[Signature Page to First Amendment]

| PEP PMT SFF (Cayman) No. 2 Ltd, as a Lender
| By: | /s/ Bryan Martoka
| Name: | Bryan Martoka
| Title: | CFO

[Signature Page to First Amendment]

| Nuveen Credit Strategies Income Fund, as a Lender
| By: Symphony Asset Management LLC
| By: | /s/ James Kim
| Name: | James Kim
| Title: | Co-Head of Credit Research

[Signature Page to First Amendment]

| Nuveen Floating Rate Income Fund, as a Lender
| By: Symphony Asset Management LLC
| By: | /s/ James Kim
| Name: | James Kim
| Title: | Co-Head of Credit Research

[Signature Page to First Amendment]

| Nuveen Floating Rate Income Opportunity Fund, as a Lender
| By: Symphony Asset Management LLC
| By: | /s/ James Kim
| Name: | James Kim
| Title: | Co-Head of Credit Research

[Signature Page to First Amendment]

| Nuveen Senior Income Fund, as a Lender
| By: Symphony Asset Management LLC
| By: | /s/ James Kim
| Name: | James Kim
| Title: | Co-Head of Credit Research

[Signature Page to First Amendment]

| Nuveen Short Duration Credit Opportunities Fund, as a Lender
| By: Symphony Asset Management LLC
| By: | /s/ James Kim
| Name: | James Kim
| Title: | Co-Head of Credit Research

[Signature Page to First Amendment]

| Symphony CLO IV LTD., as a Lender
| By: Symphony Asset Management LLC
| By: | /s/ James Kim
| Name: | James Kim
| Title: | Co-Head of Credit Research

| Symphony CLO VIII,
| Limited Partnership, as a Lender
| By: Symphony Asset Management LLC
| By: | /s/ James Kim
| Name: | James Kim
| Title: | Co-Head of Credit Research

[Signature Page to First Amendment]

| LeverageSource V S.A.R.L, as a Lender
| By: | /s/ Joe Moroney
| Name: | Joe Moroney
| Title: | Class A Manager
| By: | /s/ Laurent Ricci
| Name: | Laurent Ricci
| Title: | Class B Manager

[Signature Page to First Amendment]

| Symphony CLO IX, Limited Partnership, as a Lender
| By: Symphony Asset Management LLC
| By: | /s/ James Kim
| Name: | James Kim
| Title: | Co-Head of Credit Research

[Signature Page to First Amendment]

| Symphony CLO V LTD., as a Lender
| By: Symphony Asset Management LLC
| By: | /s/ James Kim
| Name: | James Kim
| Title: | Co-Head of Credit Research

[Signature Page to First Amendment]

| Symphony CLO VII, LTD. as a Lender
| By: Symphony Asset Management LLC
| By: | /s/ James Kim
| Name: | James Kim
| Title: | Co-Head of Credit Research

[Signature Page to First Amendment]

| ALM IV, Ltd, as a Lender
| By: Apollo Credit Management (CLO), LLC As Collateral Manager
| By: | /s/ Joe Moroney
| Name: | Joe Moroney
| Title: | Vice President

[Signature Page to First Amendment]

| ALM VII, Ltd., as a Lender
| By: Apollo Credit Management (CLO), LLC, as Collateral Manager
| By: | /s/ Joe Moroney
| Name: | Joe Moroney
| Title: | Vice President

[Signature Page to First Amendment]

| DOUBLE HAUL TRADING, LLC, as a Lender
| By: SunTrust Bank, its Manager
| By: | /s/ Douglas Weltz
| Name: | Douglas Weltz
| Title: | Director

[Signature Page to First Amendment]

| LeverageSource III S.ar.1., as a Lender
| By: | /s/ Paul Plank
| Name: | Paul Plank
| Title: | Director

[Signature Page to First Amendment]

| LSR Loan Funding LLC, as a Lender
| By: Citibank N.A.
| By: | /s/ Tina Tran
| Name: | Tina Tran
| Title: | Associate Director

[Signature Page to First Amendment]

| Doral CLO I , Ltd ., as a Lender
| By: | /s/ John Finan
| Name: | John Finan
| Title: | Managing Director

[Signature Page to First Amendment]

| ICE 1: EM CLO Limited, as a Lender
| By: ICE Canyon LLC, its Collateral Manager
| By: | /s/ Jonathan M. Kaplan
| Name: | Jonathan M. Kaplan
| Title: | Authorized Signatory

[Signature Page to First Amendment]

| ICE Global Credit CLO Limited, as a Lender
| By: ICE Canyon LLC, its Collateral Manager
| By: | /s/ Jonathan M. Kaplan
| Name: | Jonathan M. Kaplan
| Title: | Authorized Signatory

[Signature Page to First Amendment]

| Goldman Sachs Trust on behalf of the Goldman Sachs High Yield Fund, as a Lender
| by Goldman Sachs Asset Management
| L.P. as investment advisor, as a Lender
| By: | /s/Kadia Huong
| Name: | Kadia Huong
| Title: | Vice President

[Signature Page to First Amendment]

| Northrop Grumman Pension Master Trust as a Lender
| by Goldman Sachs Asset Management;
| L.P. solely as its investment advisor and not as principal, as a Lender
| By: | /s/Kadia Huong
| Name: | Kadia Huong
| Title: | Vice President

[Signature Page to First Amendment]

| Morgan Stanley Senior Funding, Inc, as a Lender
| By: | /s/ Allen Chang
| Name: | Allen Chang
| Title: | Vice President

[Signature Page to First Amendment]

| CITIBANK INTERNATIOANL PLC SPAIN BRANCH, as a Lender
| By: | /s/ Caesar Wyszomirski
| Name: | Caesar Wyszomirski
| Title: | Vice President

[Signature Page to First Amendment]

| CITICORP NORTH AMERICA, INC - ORIGINATIONS, as a Lender
| By: | /s/ Caesar Wyszomirski
| Name: | Caesar Wyszomirski
| Title: | Vice President

[Signature Page to First Amendment]

| Goldman Sachs Lending Partners LLC, as a Lender
| By: | /s/ Michelle Latzoni
| Name: | Michelle Latzoni
| Title: | Authorized Signatory

[Signature Page to First Amendment]

| KIL Loan Funding, LLC, as a Lender
| By: Citibank N.A.
| By: | /s/ Tina Tran
| Name: | Tina Tran
| Title: | Associate Director

[Signature Page to First Amendment]

| Kilimanjaro Fund I, L.P., as a Lender
| By: | /s/ Tina Tran
| Name: | Tina Tran
| Title: | Associate Director

[Signature Page to First Amendment]

| City of New York Group Trust, as a Lender
| By: The Comptroller of the City of New York By: Guggenheim Partners Investment Management, LLC as Manager
| By: | /s/ Kaitlin Trinh
| Name: | Kaitlin Trinh
| Title: | Managing Director

[Signature Page to First Amendment]

| AbitibiBowater Fixed Income Master Trust Fund, as a Lender
| By: Guggenheim Partners Investment Management, LLC as Investment Manager
| By: | /s/ Kaitlin Trinh
| Name: | Kaitlin Trinh
| Title: | Managing Director

[Signature Page to First Amendment]

| 5180 CLO LP, as a Lender
| By: Guggenheim Partners Investment Management, LLC
| As Collateral Manager
| By: | /s/ Kaitlin Trinh
| Name: | Kaitlin Trinh
| Title: | Managing Director

[Signature Page to First Amendment]

| CLC Leveraged Loan Trust, as a Lender
| By: Challenger Life Nominees PTY Limited as Trustee
| By: Guggenheim Partners Investment Management, LLC as Manager
| By: | /s/ Kaitlin Trinh
| Name: | Kaitlin Trinh
| Title: | Managing Director

[Signature Page to First Amendment]

| COPPER RIVER CLO LTD., as a Lender
| By: Guggenheim Partners Investment Management, LLC as Collateral Manager
| By: | /s/ Kaitlin Trinh
| Name: | Kaitlin Trinh
| Title: | Managing Director

[Signature Page to First Amendment]

| Guggenheim Build America Bonds Managed Duration, as a Lender
| By: Guggenheim Partners Investment Management, LLC
| By: | /s/ Kaitlin Trinh
| Name: | Kaitlin Trinh
| Title: | Managing Director

[Signature Page to First Amendment]

| Guggenheim Private Debt Fund Note Issuer, LLC, as a Lender
| By: Guggenheim Partners Investment Management, LLC as Manager
| By: | /s/ Kaitlin Trinh
| Name: | Kaitlin Trinh
| Title: | Managing Director

[Signature Page to First Amendment]

| HIGH-YIELD LOAN PLUS MASTER SEGREGATED PORTFOLIO, as a Lender
| By: Guggenheim High-Yield Plus Master Fund SPC,
| On behalf of and for the account of the HIGH-YIELD LOAN PLUS MASTER SEGREGATED PORTFOLIO
| By: Guggenheim Partners Investment Management, LLC as Manager
| By: | /s/ Kaitlin Trinh
| Name: | Kaitlin Trinh
| Title: | Managing Director

[Signature Page to First Amendment]

| IAM National Pension Fund, as a Lender
| By: Guggenheim Partners Investment Management, LLC as Adviser
| By: | /s/ Kaitlin Trinh
| Name: | Kaitlin Trinh
| Title: | Managing Director

[Signature Page to First Amendment]

| Intel Corporation Profit Sharing Retirement Plan, as a Lender
| By: Guggenheim Partners Investment Management, LLC
| By: | /s/ Kaitlin Trinh
| Name: | Kaitlin Trinh
| Title: | Managing Director

[Signature Page to First Amendment]

| Mercer Field CLO LP, as a Lender
| By: Guggenheim Partners Investment Management, LLC as Collateral Manager
| By: | /s/ Kaitlin Trinh
| Name: | Kaitlin Trinh
| Title: | Managing Director

[Signature Page to First Amendment]

| NZCG Funding Ltd, as a Lender
| By: Guggenheim Partners Investment Management, LLC as Collateral Manager
| By: | /s/ Kaitlin Trinh
| Name: | Kaitlin Trinh
| Title: | Managing Director

[Signature Page to First Amendment]

| Odyssey America Reinsurance Corporation, as a Lender
| By: Guggenheim Partners Investment Management, LLC as Manager
| By: | /s/ Kaitlin Trinh
| Name: | Kaitlin Trinh
| Title: | Managing Director

[Signature Page to First Amendment]

| Orpheus Funding LLC, as a Lender
| By: Guggenheim Partners Investment Management, LLC as Manager
| By: | /s/ Kaitlin Trinh
| Name: | Kaitlin Trinh
| Title: | Managing Director

[Signature Page to First Amendment]

| Principal Fund, Inc. - Global Diversified Income Fund, as a Lender
| By: Guggenheim Partners Investment Management, LLC as Sub-Adviser
| By: | /s/ Kaitlin Trinh
| Name: | Kaitlin Trinh
| Title: | Managing Director

[Signature Page to First Amendment]

| Reliance Standard Life Insurance Company, as a Lender
| By: Guggenheim Partners Investment Management, LLC
| By: | /s/ Kaitlin Trinh
| Name: | Kaitlin Trinh
| Title: | Managing Director

[Signature Page to First Amendment]

| Renaissance Reinsurance Ltd., as a Lender
| By: Guggenheim Partners Investment Management, LLC as Manager
| By: | /s/ Kaitlin Trinh
| Name: | Kaitlin Trinh
| Title: | Managing Director

[Signature Page to First Amendment]

| Retirement System of the Tennessee Valley Authority, as a Lender
| By: Guggenheim Partners Investment Management, LLC
| By: | /s/ Kaitlin Trinh
| Name: | Kaitlin Trinh
| Title: | Managing Director

[Signature Page to First Amendment]

| Rydex Series Funds - Long Short Interest Rate Strategy Fund, as a Lender
| By: Security Investors, LLC as Investment Adviser
| By: | /s/ Kaitlin Trinh
| Name: | Kaitlin Trinh
| Title: | Managing Director

[Signature Page to First Amendment]

| SANDS POINT FUNDING LTD., as a Lender
| By: Guggenheim Partners Investment Management, LLC as Collateral Manager
| By: | /s/ Kaitlin Trinh
| Name: | Kaitlin Trinh
| Title: | Managing Director

[Signature Page to First Amendment]

| SEI Institutional Managed Trust-Multi Asset Income Fund, as a Lender
| By: Guggenheim Partners Investment Management, LLC as Sub-Adviser
| By: | /s/ Kaitlin Trinh
| Name: | Kaitlin Trinh
| Title: | Managing Director

[Signature Page to First Amendment]

| Security Income Fund - Floating Rate Strategies Series, as a Lender
| By: Guggenheim Partners Investment Management, LLC
| By: | /s/ Kaitlin Trinh
| Name: | Kaitlin Trinh
| Title: | Managing Director

[Signature Page to First Amendment]

| Security Income Fund - Macro Opportunities Series, as a Lender
| By: Guggenheim Partners Investment Management, LLC
| By: | /s/ Kaitlin Trinh
| Name: | Kaitlin Trinh
| Title: | Managing Director

[Signature Page to First Amendment]

| Security Income Fund - Total Return Bond Series, as a Lender
| By: Guggenheim Partners Investment Management, LLC
| By: | /s/ Kaitlin Trinh
| Name: | Kaitlin Trinh
| Title: | Managing Director

[Signature Page to First Amendment]

| Shriners Hospitals for Children, as a Lender
| By: Guggenheim Partners Investment Management, LLC as Manager
| By: | /s/ Kaitlin Trinh
| Name: | Kaitlin Trinh
| Title: | Managing Director

[Signature Page to First Amendment]

| Stichting PGGM Depositary, as a Lender
| By: Acting in its capacity as depositary of PGGM High Yield Bond Fund
| By: Guggenheim Partners Investment Management, LLC as Manager
| By: | /s/ Kaitlin Trinh
| Name: | Kaitlin Trinh
| Title: | Managing Director

[Signature Page to First Amendment]

| The AbitibiBowater Inc. US Master Trust for Defined Benefit Plans, as a Lender
| By: Guggenheim Partners Investment Management, LLC as Investment Manager
| By: | /s/ Kaitlin Trinh
| Name: | Kaitlin Trinh
| Title: | Managing Director

[Signature Page to First Amendment]

| The North River Insurance Company, as a Lender
| By: Guggenheim Partners Investment Management, LLC as Manager
| By: | /s/ Kaitlin Trinh
| Name: | Kaitlin Trinh
| Title: | Managing Director

[Signature Page to First Amendment]

| Wake Forest University, as a Lender
| By: Guggenheim Partners Investment Management, LLC
| By: | /s/ Kaitlin Trinh
| Name: | Kaitlin Trinh
| Title: | Managing Director

[Signature Page to First Amendment]

| ACE Tempest Reinsurance Ltd, as a Lender
| By: | /s/ Jeffrey Smith
| Name: | Jeffrey Smith
| Title: | Authorized Signatory

[Signature Page to First Amendment]

| Oregon Public Employees Retirement Fund, as a Lender
| By: | /s/ Jeffrey Smith
| Name: | Jeffrey Smith
| Title: | Authorized Signatory

[Signature Page to First Amendment]

| KKR CORPORATE CREDIT PARTNERS L.P., as a Lender
| By: | /s/ Jeffrey Smith
| Name: | Jeffrey Smith
| Title: | Authorized Signatory

[Signature Page to First Amendment]

| KKR FINANCIAL CLO 2005-2, LTD., as a Lender
| By: | /s/ Jeffrey Smith
| Name: | Jeffrey Smith
| Title: | Authorized Signatory

[Signature Page to First Amendment]

| KKR FINANCIAL CLO 2006-1, LTD., as a Lender
| By: | /s/ Jeffrey Smith
| Name: | Jeffrey Smith
| Title: | Authorized Signatory

[Signature Page to First Amendment]

| KKR FINANCIAL CLO 2007-1, LTD., as a Lender
| By: | /s/ Jeffrey Smith
| Name: | Jeffrey Smith
| Title: | Authorized Signatory

[Signature Page to First Amendment]

| KKR FINANCIAL CLO 2007-A, LTD., as a Lender
| By: | /s/ Jeffrey Smith
| Name: | Jeffrey Smith
| Title: | Authorized Signatory

[Signature Page to First Amendment]

| KKR FINANCIAL CLO 2011-1, LTD., as Lender
| By: | /s/ Jeffrey Smith
| Name: | Jeffrey Smith
| Title: | Authorized Signatory

[Signature Page to First Amendment]

| Montpelier Capital Limited, as a Lender
| By: KKR Asset Management LLC
| By: | /s/ Jeffrey Smith
| Name: | Jeffrey Smith
| Title: | Authorized Signatory

[Signature Page to First Amendment]

| JMP Credit Advisors CLO I Ltd., as a Lender
| By: Cratos CDO Management LLC As Attorney-in-Fact
| By: JMP Credit Advisors LLC Its Manager
| By: | /s/ Renee Lefebvre
| Name: | Renee Lefebvre
| Title: | Managing Director

[Signature Page to First Amendment]

| Wells Fargo Bank, National Association, as a Lender
| By: | /s/ Matthew Schnobel
| Name: | Matthew Schnobel
| Title: | Vice President

[Signature Page to First Amendment]

| GUGGENHEIM OPPORTUNISTIC U.S. LOAN AND BOND FUND IV, as a Lender
| By: Guggenheim Opportunistic U.S. Loan and Bond Fund IV, a sub fund of Guggenheim Qualifying Investor Fund plc
| By: For and on behalf of BNY Mellon Trust Company (Ireland) Limited under Power of Attorney
| By: | /s/ Sabrina Holub
| Name: | Sabrina Holub
| Title: | Client Service Manager

[Signature Page to First Amendment]

| Guggenheim U.S. Loan Fund, as a Lender
| By: Guggenheim U.S. Loan Fund, a sub fund of Guggenheim Qualifying Investor Fund plc
| By: For and on behalf of BNY Mellon Trust Company (Ireland) Limited under Power of Attorney
| By: | /s/ Sabrina Holub
| Name: | Sabrina Holub
| Title: | Client Service Manager

[Signature Page to First Amendment]

| Guggenheim U.S. Loan Fund II, as a Lender
| By: Guggenheim U.S. Loan Fund II, a sub fund of Guggenheim Qualifying Investor Fund plc By: For and on behalf of BNY Mellon Trust Company (Ireland) Limited under Power of Attorney
| By: | /s/ Sabrina Holub
| Name: | Sabrina Holub
| Title: | Client Service Manager

[Signature Page to First Amendment]

| Guggenheim U. S. Loan Fund III, as a Lender
| By: Guggenheim U.S. Loan Fund III, a sub fund of Guggenheim Qualifying Investor Fund plc
| By: For and on behalf of BNY Mellon Trust Company (Ireland) Limited under Power of Attorney
| By: | /s/ Sabrina Holub
| Name: | Sabrina Holub
| Title: | Client Service Manager

[Signature Page to First Amendment]

| KKR Corporate Lending LLC, as a Lender
| By: | /s/ John Knox
| Name: | John Knox
| Title: | Controller

[Signature Page to First Amendment]

| Nob Hill CLO Limited, as a Lender
| By: | /s/ Kyle Jennings
| Name: | Kyle Jennings
| Title: | Managing Director

[Signature Page to First Amendment]

| Barclays Bank PLC, as a Lender
| By: | /s/ Alicia Borys
| Name: | Alicia Borys
| Title: | Vice President

[Signature Page to First Amendment]

| JPMorgan Chase Bank, N.A., as a Lender
| By: | /s/ Tina Ruyter
| Name: | Tina Ruyter
| Title: | Executive Director

[Signature Page to First Amendment]

| Bank of Montreal, Chicago Branch, as a Lender
| By: | /s/ Gregory F. Tomczyk
| Name: | Gregory F. Tomczyk
| Title: | Director

[Signature Page to First Amendment]

| CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender
| By: | /s/ Mikhail Faybusovich
| Name: | Mikhail Faybusovich
| Title: | Director
| By: | /s/ Tyler R. Swift
| Name: | Tyler R. Swift
| Title: | Associate

[Signature Page to First Amendment]

| AGF FLOATING RATE INCOME FUND, as a Lender
| By: Eaton Vance Management as Portfolio Manager
| By: | /s/ Michael B. Botthof
| Name: | Michael B. Botthof
| Title: | Vice President

[Signature Page to First Amendment]

| Eaton Vance CDO VII PLC, as Lender
| By: Eaton Vance Management as Interim Investment Advisor
| By: | /s/ Michael B. Botthof
| Name: | Michael B. Botthof
| Title: | Vice President

[Signature Page to First Amendment]

| Eaton Vance CDO VIII, Ltd., as Lender
| By: Eaton Vance Management as Investment Advisor
| By: | /s/ Michael B. Botthof
| Name: | Michael B. Botthof
| Title: | Vice President

[Signature Page to First Amendment]

| Eaton Vance CDO IX, Ltd. as Lender
| By: Eaton Vance Management as Investment Advisor
| By: | /s/ Michael B. Botthof
| Name: | Michael B. Botthof
| Title: | Vice President

[Signature Page to First Amendment]

| Eaton Vance CDO IV, Ltd. as Lender
| By: Eaton Vance Management as Investment Advisor
| By: | /s/ Michael B. Botthof
| Name: Michael B. Botthof
| Title: Vice President

[Signature Page to First Amendment]

| [ILLEGIBLE], as Lender
| By: [ILLEGIBLE]
| By: | /s/ Michael B. Botthof
| Name: Michael B. Botthof
| Title: Vice President

[Signature Page to First Amendment]

| Eaton Vance Floating Rate Income Trust, as a Lender
| By: Eaton Vance Management as Investment Advisor
| By: | /s/ Michael B. Botthof
| Name: Michael B. Botthof
| Title: Vice President

[Signature Page to First Amendment]

| Eaton Vance International (Cayman Islands) Floating Rate Income Portfolio, as a Lender
| By: Eaton Vance Management as Investment Advisor
| By: | /s/ Michael B. Botthof
| Name: Michael B. Botthof
| Title: Vice President

[Signature Page to First Amendment]

| Eaton Vance Senior Income Trust, as a Lender
| By: Eaton Vance Management as Investment Advisor
| By: | /s/ Michael B. Botthof
| Name: Michael B. Botthof
| Title: Vice President

[Signature Page to First Amendment]

| Eaton Vance Short Duration Diversified Income Fund, as a Lender
| By: Eaton Vance Management as Investment Advisor
| By: | /s/ Michael B. Botthof
| Name: Michael B. Botthof
| Title: Vice President

[Signature Page to First Amendment]

| Eaton Vance [ILLEGIBLE] Senior Loan Fund, as a Lender
| By: Eaton Vance Management as Investment Advisor
| By: | /s/ Michael B. Botthof
| Name: Michael B. Botthof
| Title: Vice President

[Signature Page to First Amendment]

| Eaton Vance Limited Duration Income Fund, as a Lender
| By: Eaton Vance Management as Investment Advisor
| By: | /s/ Michael B. Botthof
| Name: Michael B. Botthof
| Title: Vice President

[Signature Page to First Amendment]

| Grayson & Co., as a Lender
| By: Boston Management and Research as Investment Advisor
| By: | /s/ Michael B. Botthof
| Name: Michael B. Botthof
| Title: Vice President

[Signature Page to First Amendment]

| MET Investors Series Trust- Met Eaton Vance Floating Rate Portfolio, as a Lender
| By: Eaton Vance Management as Investment Advisor
| By: | /s/ Michael B. Botthof
| Name: Michael B. Botthof
| Title: Vice President

[Signature Page to First Amendment]

| Pacific Select Fund Floating Rate Loan Portfolio, as a Lender
| By: Eaton Vance Management as Investment Sub-Advisor
| By: | /s/ Michael B. Botthof
| Name: Michael B. Botthof
| Title: Vice President

[Signature Page to First Amendment]

| Pacific Life Funds- PL Floating Rate Loan Fund, as a Lender
| By: Eaton Vance Management as Investment Sub-Advisor
| By: | /s/ Michael B. Botthof
| Name: Michael B. Botthof
| Title: Vice President

[Signature Page to First Amendment]

| 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 B. Botthof
| Name: Michael B. Botthof
| Title: Vice President

[Signature Page to First Amendment]

| Senior Debt Portfolio, as a Lender
| By: Boston Management and Research as Investment Advisor
| By: | /s/ Michael B. Botthof
| Name: Michael B. Botthof
| Title: Vice President

[Signature Page to First Amendment]

| Eaton Vance VT Floating-Rate Income Fund, as a Lender
| By: Eaton Vance Management as Investment Sub-Advisor
| By: | /s/ Michael B. Botthof
| Name: Michael B. Botthof
| Title: Vice President

[Signature Page to First Amendment]

| Bayernlnvest Kapitalanlagegesellschaft mbH for account and on behalf of the Bayernlnvest Alternative Loan Fonds, Segment GoldenTree, as a Lender
| By: GoldenTree Asset Management, LP
| By: | /s/ Karen Weber
| Name: Karen Weber
| 0Title: Director — Bank Debt

[Signature Page to First Amendment]

| GoldenTree Credit Opportunities 2012-1 Financing, Limited, as a Lender
| By: GoldenTree Asset Management, LP
| By: | /s/ Karen Weber
| Name: Karen Weber
| Title: Director — Bank Debt

[Signature Page to First Amendment]