FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

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/ Xxxxx Xxxxx-Xxxxxxx
	Name:	Xxxxx Xxxxx-Xxxxxxx
	Title:	Executive Vice President and
		Chief Financial Officer
	INICIATIVAS CULTURALES DE
	ESPANA S.L., as Foreign Subsidiary Borrower
	By:	/s/ Xxxxx Xxxxx-Xxxxxxx
	Name:	Xxxxx Xxxxx-Xxxxxxx
	Title:	Director

[Signature Page to First Amendment]

	CITIBANK, N.A., as Administrative Agent and as a Lender
	By:	/s/ Xxxxxx X. Xxxxxxxxxxx
	Name:	Xxxxxx X. Xxxxxxxxxxx
	Title:	Vice President

[Signature Page to First Amendment]

	LATITUDE CLO I, LTD,
	as a Lender
	By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	Senior Vice President

[Signature Page to First Amendment]

	LATITUDE CLO III, LTD,
	as a Lender
	By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	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/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Director - Bank Debt

[Signature Page to First Amendment]

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

[Signature Page to First Amendment]

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

[Signature Page to First Amendment]

	Xxxxxxx XX Limited, as a Lender
	By:	GoldenTree Asset Management, LP
	By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	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/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	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/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Director - Bank Debt

[Signature Page to First Amendment]

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

[Signature Page to First Amendment]

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

[Signature Page to First Amendment]

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

[Signature Page to First Amendment]

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

[Signature Page to First Amendment]

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

[Signature Page to First Amendment]

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

[Signature Page to First Amendment]

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

[Signature Page to First Amendment]

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

[Signature Page to First Amendment]

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

[Signature Page to First Amendment]

	GoldenTree Loan Opportunities VI, Limited, as a Lender
	By: GoldenTree Asset Management, LP
	By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	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. Xxxxxx Xxxxxxxx
	Name:	C . Xxxxxx Xxxxxxxx
	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/ Xxxxxx X. Xxxxx
	Name:	Xxxxxx X. Xxxxx
	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/ Xxxxxx X. Xxxxx
	Name:	Xxxxxx X. Xxxxx
	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/ Xxxxxx X. Xxxxx
	Name:	Xxxxxx X. Xxxxx
	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/ Xxxxxx X. Xxxxx
	Name:	Xxxxxx X. Xxxxx
	Title:	Sr. Vice President of Operations

[Signature Page to First Amendment]

	Xxxx Point CLO, as Lender
	By: Sankaty Advisors, LLC as Collateral Manager
	By:	/s/ Xxxxxx X. Xxxxx
	Name:	Xxxxxx X. Xxxxx
	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/ Xxxxxx X. Xxxxx
	Name:	Xxxxxx X. Xxxxx
	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/ Xxxxxx X. Xxxxx
	Name:	Xxxxxx X. Xxxxx
	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/ Xxxxxx X. Xxxxx
	Name:	Xxxxxx X. Xxxxx
	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/ Xxxxxx X. Xxxxx
	Name:	Xxxxxx X. Xxxxx
	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/ Xxxxxx X. Xxxxx
	Name:	Xxxxxx X. Xxxxx
	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/ Xxxxxx X. Xxxxx
	Name:	Xxxxxx X. Xxxxx
	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/ Xxxxxx X. Xxxxx
	Name:	Xxxxxx X. Xxxxx
	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/ Xxxxxx X. Xxxxx
	Name:	Xxxxxx X. Xxxxx
	Title:	Sr. Vice President of Operations

[Signature Page to First Amendment]

	Sankaty Senior Loan Fund, L.P., as a Lender
	By:	/s/ Xxxxxx X. Xxxxx
	Name:	Xxxxxx X. Xxxxx
	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/ Xxxxxx X. Xxxxx
	Name:	Xxxxxx X. Xxxxx
	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/ Xxxxxx Xxxxxxxx
	Name:	Xxxxxx Xxxxxxxx
	Title:	Chief Financial Officer, Fore Research & Management, LP

[Signature Page to First Amendment]

	Xxxxx Fargo Principal Lending, LLC., as a Lender
	By:	/s/ Xxxx Xxxxxx
	Name:	Xxxx Xxxxxx
	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: X. Xxxx Price Associates, Inc. as investment advisor
	By:	/s/ Xxxxxxxx Xxxxxx
	Name:	Xxxxxxxx Xxxxxx
	Title:	Vice President

[Signature Page to First Amendment]

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

	X. Xxxx Price Floating Rate Fund, Inc., as a Lender
	By:	/s/ Xxxxxxxx Xxxxxx
	Name:	Xxxxxxxx Xxxxxx
	Title:	Vice President

[Signature Page to First Amendment]

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

	X. Xxxx Price Floating Rate Multi-Sector Account Portfolio, as a Lender
	By:	/s/ Xxxxxxxx Xxxxxx
	Name:	Xxxxxxxx Xxxxxx
	Title:	Vice President

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

	X. Xxxx Price Institutional Floating Rate Fund, as a Lender
	By:	/s/ Xxxxxxxx Xxxxxx
	Name:	Xxxxxxxx Xxxxxx
	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/ Xxxx Xxxxx
	Name:	Xxxx Xxxxx
	Title:	Port folio Manager

	XXXXX STREET CLO IV, LTD., as a
	Lender
	By:  Citigroup Alternative Investments LLC,
	as Collateral Manager
	By:	/s/ Xxxxxxx Xxxxxx
	Name:	Xxxxxxx Xxxxxx
	Title:	Director

[Signature Page to First Amendment]

	Ivy High Income Fund, as a Lender
	By:	/s/ Xxxxx X. Xxxx
	Name:	Xxxxx X. Xxxx
	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]

	Xxxx 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/ Xxxx Xxxx
	Name:	Xxxx Xxxx
	Title:	Associate

[Signature Page to First Amendment]

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

[Signature Page to First Amendment]

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

[Signature Page to First Amendment]

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

[Signature Page to First Amendment]

	Franklin Xxxxxxxxx Series II Funds - Franklin Floating Rate II Fund, as a Lender
	By:	/s/ Xxxxxxx Xxx
	Name:	Xxxxxxx Xxx
	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/ Xxxx Xxxxx
	Name:	Xxxx Xxxxx
	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/ Xxxx Xxxxx
	Name:	Xxxx Xxxxx
	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/ Xxxx Xxxxx
	Name:	Xxxx Xxxxx
	Title:	Portfolio Manager

	Venture VI CDO Limited, as a Lender
	By: its investment advisor, MJX Asset Management, LLC
	By:	/s/ Xxxx Xxxxx
	Name:	Xxxx Xxxxx
	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/ Xxxx Xxxxx
	Name:	Xxxx Xxxxx
	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/ Xxxx Xxxxx
	Name:	Xxxx Xxxxx
	Title:	Portfolio Manager

	Citibank N.A. - Secondary Trading Leverage 8 ALT, as a Lender
	By:	/s/ Xxxxx X. Xxxxxxx
	Name:	Xxxxx X. Xxxxxxx
	Title:	Attorney-in-fact

[Signature Page to First Amendment]

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

[Signature Page to First Amendment]

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

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

[Signature Page to First Amendment]

	LeverageSource V S.A.R.L, as a Lender
	By:	/s/ Xxx Xxxxxxx
	Name:	Xxx Xxxxxxx
	Title:	Class A Manager
	By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Class B Manager

[Signature Page to First Amendment]

	Symphony CLO IX, Limited Partnership, as a Lender
	By: Symphony Asset Management LLC
	By:	/s/ Xxxxx Xxx
	Name:	Xxxxx Xxx
	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/ Xxxxx Xxx
	Name:	Xxxxx Xxx
	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/ Xxxxx Xxx
	Name:	Xxxxx Xxx
	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/ Xxx Xxxxxxx
	Name:	Xxx Xxxxxxx
	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/ Xxx Xxxxxxx
	Name:	Xxx Xxxxxxx
	Title:	Vice President

[Signature Page to First Amendment]

	DOUBLE HAUL TRADING, LLC, as a Lender
	By: SunTrust Bank, its Manager
	By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Director

[Signature Page to First Amendment]

	LeverageSource III S.ar.1., as a Lender
	By:	/s/ Xxxx Xxxxx
	Name:	Xxxx Xxxxx
	Title:	Director

[Signature Page to First Amendment]

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

[Signature Page to First Amendment]

	Doral CLO I , Ltd ., as a Lender
	By:	/s/ Xxxx Xxxxx
	Name:	Xxxx Xxxxx
	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/ Xxxxxxxx X. Xxxxxx
	Name:	Xxxxxxxx X. Xxxxxx
	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/ Xxxxxxxx X. Xxxxxx
	Name:	Xxxxxxxx X. Xxxxxx
	Title:	Authorized Signatory

[Signature Page to First Amendment]

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

[Signature Page to First Amendment]

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

[Signature Page to First Amendment]

	Xxxxxx Xxxxxxx Senior Funding, Inc, as a Lender
	By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Vice President

[Signature Page to First Amendment]

	CITIBANK INTERNATIOANL PLC SPAIN BRANCH, as a Lender
	By:	/s/ Xxxxxx Xxxxxxxxxxx
	Name:	Xxxxxx Xxxxxxxxxxx
	Title:	Vice President

[Signature Page to First Amendment]

	CITICORP NORTH AMERICA, INC - ORIGINATIONS, as a Lender
	By:	/s/ Xxxxxx Xxxxxxxxxxx
	Name:	Xxxxxx Xxxxxxxxxxx
	Title:	Vice President

[Signature Page to First Amendment]

	Xxxxxxx Sachs Lending Partners LLC, as a Lender
	By:	/s/ Xxxxxxxx Xxxxxxx
	Name:	Xxxxxxxx Xxxxxxx
	Title:	Authorized Signatory

[Signature Page to First Amendment]

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

[Signature Page to First Amendment]

	Kilimanjaro Fund I, L.P., as a Lender
	By:	/s/ Xxxx Xxxx
	Name:	Xxxx Xxxx
	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/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	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/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	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/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	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/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	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/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	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/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	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/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	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/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	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/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	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/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Managing Director

[Signature Page to First Amendment]

	Xxxxxx Field CLO LP, as a Lender
	By: Guggenheim Partners Investment Management, LLC as Collateral Manager
	By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	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/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	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/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Managing Director

[Signature Page to First Amendment]

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

[Signature Page to First Amendment]

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

[Signature Page to First Amendment]

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

[Signature Page to First Amendment]

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

[Signature Page to First Amendment]

	ACE Tempest Reinsurance Ltd, as a Lender
	By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Authorized Signatory

[Signature Page to First Amendment]

	Oregon Public Employees Retirement Fund, as a Lender
	By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Authorized Signatory

[Signature Page to First Amendment]

	KKR CORPORATE CREDIT PARTNERS L.P., as a Lender
	By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Authorized Signatory

[Signature Page to First Amendment]

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

[Signature Page to First Amendment]

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

[Signature Page to First Amendment]

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

[Signature Page to First Amendment]

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

[Signature Page to First Amendment]

	KKR FINANCIAL CLO 2011-1, LTD., as Lender
	By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Authorized Signatory

[Signature Page to First Amendment]

	Montpelier Capital Limited, as a Lender
	By: KKR Asset Management LLC
	By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	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/ Xxxxx Xxxxxxxx
	Name:	Xxxxx Xxxxxxxx
	Title:	Managing Director

[Signature Page to First Amendment]

	Xxxxx Fargo Bank, National Association, as a Lender
	By:	/s/ Xxxxxxx Xxxxxxxx
	Name:	Xxxxxxx Xxxxxxxx
	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/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	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/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	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/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	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/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Client Service Manager

[Signature Page to First Amendment]

	KKR Corporate Lending LLC, as a Lender
	By:	/s/ Xxxx Xxxx
	Name:	Xxxx Xxxx
	Title:	Controller

[Signature Page to First Amendment]

	Nob Hill CLO Limited, as a Lender
	By:	/s/ Xxxx Xxxxxxxx
	Name:	Xxxx Xxxxxxxx
	Title:	Managing Director

[Signature Page to First Amendment]

	Barclays Bank PLC, as a Lender
	By:	/s/ Xxxxxx Xxxxx
	Name:	Xxxxxx Xxxxx
	Title:	Vice President

[Signature Page to First Amendment]

	JPMorgan Chase Bank, N.A., as a Lender
	By:	/s/ Xxxx Xxxxxx
	Name:	Xxxx Xxxxxx
	Title:	Executive Director

[Signature Page to First Amendment]

	Bank of Montreal, Chicago Branch, as a Lender
	By:	/s/ Xxxxxxx X. Xxxxxxx
	Name:	Xxxxxxx X. Xxxxxxx
	Title:	Director

[Signature Page to First Amendment]

	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender
	By:	/s/ Xxxxxxx Xxxxxxxxxxx
	Name:	Xxxxxxx Xxxxxxxxxxx
	Title:	Director
	By:	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Associate

[Signature Page to First Amendment]

	AGF FLOATING RATE INCOME FUND, as a Lender
	By: Xxxxx Xxxxx Management as Portfolio Manager
	By:	/s/ Xxxxxxx X. Xxxxxxx
	Name:	Xxxxxxx X. Xxxxxxx
	Title:	Vice President

[Signature Page to First Amendment]

	Xxxxx Xxxxx CDO VII PLC, as Lender
	By: Xxxxx Xxxxx Management as Interim Investment Advisor
	By:	/s/ Xxxxxxx X. Xxxxxxx
	Name:	Xxxxxxx X. Xxxxxxx
	Title:	Vice President

[Signature Page to First Amendment]

	Xxxxx Xxxxx CDO VIII, Ltd., as Lender
	By: Xxxxx Xxxxx Management as Investment Advisor
	By:	/s/ Xxxxxxx X. Xxxxxxx
	Name:	Xxxxxxx X. Xxxxxxx
	Title:	Vice President

[Signature Page to First Amendment]

	Xxxxx Xxxxx CDO IX, Ltd. as Lender
	By: Xxxxx Xxxxx Management as Investment Advisor
	By:	/s/ Xxxxxxx X. Xxxxxxx
	Name:	Xxxxxxx X. Xxxxxxx
	Title:	Vice President

[Signature Page to First Amendment]

	Xxxxx Xxxxx CDO IV, Ltd. as Lender
	By: Xxxxx Xxxxx Management as Investment Advisor
	By:	/s/ Xxxxxxx X. Xxxxxxx
	Name: Xxxxxxx X. Xxxxxxx
	Title: Vice President

[Signature Page to First Amendment]

	[ILLEGIBLE], as Lender
	By: [ILLEGIBLE]
	By:	/s/ Xxxxxxx X. Xxxxxxx
	Name: Xxxxxxx X. Xxxxxxx
	Title: Vice President

[Signature Page to First Amendment]

	Xxxxx Xxxxx Floating Rate Income Trust, as a Lender
	By: Xxxxx Xxxxx Management as Investment Advisor
	By:	/s/ Xxxxxxx X. Xxxxxxx
	Name: Xxxxxxx X. Xxxxxxx
	Title: Vice President

[Signature Page to First Amendment]

	Xxxxx Xxxxx International (Cayman Islands) Floating Rate Income Portfolio, as a Lender
	By: Xxxxx Xxxxx Management as Investment Advisor
	By:	/s/ Xxxxxxx X. Xxxxxxx
	Name: Xxxxxxx X. Xxxxxxx
	Title: Vice President

[Signature Page to First Amendment]

	Xxxxx Xxxxx Senior Income Trust, as a Lender
	By: Xxxxx Xxxxx Management as Investment Advisor
	By:	/s/ Xxxxxxx X. Xxxxxxx
	Name: Xxxxxxx X. Xxxxxxx
	Title: Vice President

[Signature Page to First Amendment]

	Xxxxx Xxxxx Short Duration Diversified Income Fund, as a Lender
	By: Xxxxx Xxxxx Management as Investment Advisor
	By:	/s/ Xxxxxxx X. Xxxxxxx
	Name: Xxxxxxx X. Xxxxxxx
	Title: Vice President

[Signature Page to First Amendment]

	Xxxxx Xxxxx [ILLEGIBLE] Senior Loan Fund, as a Lender
	By: Xxxxx Xxxxx Management as Investment Advisor
	By:	/s/ Xxxxxxx X. Xxxxxxx
	Name: Xxxxxxx X. Xxxxxxx
	Title: Vice President

[Signature Page to First Amendment]

	Xxxxx Xxxxx Limited Duration Income Fund, as a Lender
	By: Xxxxx Xxxxx Management as Investment Advisor
	By:	/s/ Xxxxxxx X. Xxxxxxx
	Name: Xxxxxxx X. Xxxxxxx
	Title: Vice President

[Signature Page to First Amendment]

	Xxxxxxx & Co., as a Lender
	By: Boston Management and Research as Investment Advisor
	By:	/s/ Xxxxxxx X. Xxxxxxx
	Name: Xxxxxxx X. Xxxxxxx
	Title: Vice President

[Signature Page to First Amendment]

	MET Investors Series Trust- Met Xxxxx Xxxxx Floating Rate Portfolio, as a Lender
	By: Xxxxx Xxxxx Management as Investment Advisor
	By:	/s/ Xxxxxxx X. Xxxxxxx
	Name: Xxxxxxx X. Xxxxxxx
	Title: Vice President

[Signature Page to First Amendment]

	Pacific Select Fund Floating Rate Loan Portfolio, as a Lender
	By: Xxxxx Xxxxx Management as Investment Sub-Advisor
	By:	/s/ Xxxxxxx X. Xxxxxxx
	Name: Xxxxxxx X. Xxxxxxx
	Title: Vice President

[Signature Page to First Amendment]

	Pacific Life Funds- PL Floating Rate Loan Fund, as a Lender
	By: Xxxxx Xxxxx Management as Investment Sub-Advisor
	By:	/s/ Xxxxxxx X. Xxxxxxx
	Name: Xxxxxxx X. Xxxxxxx
	Title: Vice President

[Signature Page to First Amendment]

	Columbia Funds Variable Series Trust II — Variable Portfolio — Xxxxx Xxxxx Floating-Rate Income Fund, as a Lender
	By: Xxxxx Xxxxx Management as Investment Sub-Advisor
	By:	/s/ Xxxxxxx X. Xxxxxxx
	Name: Xxxxxxx X. Xxxxxxx
	Title: Vice President

[Signature Page to First Amendment]

	Senior Debt Portfolio, as a Lender
	By: Boston Management and Research as Investment Advisor
	By:	/s/ Xxxxxxx X. Xxxxxxx
	Name: Xxxxxxx X. Xxxxxxx
	Title: Vice President

[Signature Page to First Amendment]

	Xxxxx Xxxxx VT Floating-Rate Income Fund, as a Lender
	By: Xxxxx Xxxxx Management as Investment Sub-Advisor
	By:	/s/ Xxxxxxx X. Xxxxxxx
	Name: Xxxxxxx X. Xxxxxxx
	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/ Xxxxx Xxxxx
	Name: Xxxxx Xxxxx
	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/ Xxxxx Xxxxx
	Name: Xxxxx Xxxxx
	Title: Director — Bank Debt

[Signature Page to First Amendment]