AMENDMENT NO. 1 TO FIRST LIEN CREDIT AGREEMENT
Exhibit 10.1(b)
Execution Version
AMENDMENT NO. 1 TO FIRST LIEN CREDIT AGREEMENT
AMENDMENT NO. 1 TO FIRST LIEN CREDIT AGREEMENT, dated as of October 25, 2016 (this “Agreement”), by and among Xxxxxxxx’x Holdings, LLC, a Delaware limited liability company (the “Borrower”), PHD Intermediate LLC, a Delaware limited liability company (“Holdings”), each Term B-2 Lender party hereto, each Lender party hereto, UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”), and each of the other Loan Parties party hereto.
RECITALS:
WHEREAS, reference is hereby made to the First Lien Credit Agreement, dated as of August 1, 2014 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement” and, as amended by this Agreement, the “Credit Agreement”), among Holdings, the Borrower, the Subsidiaries of the Borrower from time to time party thereto, the lenders or other financial institutions or entities from time to time party thereto and the Administrative Agent (capitalized terms used but not defined herein having the meanings provided in the Existing Credit Agreement);
WHEREAS, Section 10.01 of the Existing Credit Agreement permits certain amendments to it with the consent of the Required Lenders and the Required Revolving Credit Lenders;
WHEREAS, pursuant to Section 2.14(a) of the Existing Credit Agreement, the Borrower hereby notifies the Administrative Agent that it is requesting Incremental Term Commitments in an aggregate principal amount of $71,000,000 (the “Term B-2 Commitments”), which will be available on the Effective Date (as defined below) and which Term B-2 Commitments and the Incremental Term Loans thereunder (the “Term B-2 Loans”) shall constitute Term Loans under the Credit Agreement and will be treated as the same tranche (and same Class) as the Term B Loans outstanding under the Existing Credit Agreement, the proceeds of which Term B-2 Loans will be used, together with the proceeds of a $25,000,000 incremental loan pursuant to the Second Lien Credit Agreement (the “2016 Second Lien Incremental Term Loan”) and cash on hand to pay a distribution to its indirect shareholders (the “Special Distribution”) in an amount not to exceed $110,000,000 and to pay fees and expenses in connection with the transactions contemplated hereby (collectively, the “Transactions”);
WHEREAS, pursuant to Section 2.14(a) of the Existing Credit Agreement the Borrower hereby notifies the Administrative that it is requesting a Revolving Commitment Increase of the Revolving Credit Commitments in an aggregate amount of $15,000,000 on terms identical to those applicable to the existing Revolving Credit Commitment (including as to pricing, tenor, rights of payment and prepayment and right of security), as amended by this Agreement, which additional commitments (the “Additional Commitments”) will be available on the Effective Date;
NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:
| 1. | Amendments to Loan Documents. Effective as of the Effective Date: |
| (a) | Section 1.01 of the Existing Credit Agreement is hereby amended by inserting in appropriate alphabetical order the following new definitions: |
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“Amendment No. 1” means Amendment No. 1 to this Agreement, dated as of October 25, 2016, among the Borrower, Holdings, the other Loan Parties party thereto, the Administrative Agent and the Lenders party thereto.
“Amendment No. 1 Effective Date” shall mean the “Effective Date” under and as defined in Amendment No. 1.
“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.
“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.
“De Novo Store” means any store that has been continuously operational for less than six consecutive fiscal quarters.
“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.
“Second Lien Credit Agreement Amendment No. 1” means that certain Amendment No. 1 to Second Lien Credit Agreement, dated as of October 25, 2016, by and among Holdings, the Borrower, the other Guarantors party thereto, the lenders party thereto in their capacities as lenders and the Second Lien Administrative Agent.
“Special Distribution” shall mean the “Special Distribution” under and as defined in Amendment No. 1.
“Term B-2 Loan Commitment” means, as to any Lender, its obligation to make a Term B-2 Loan to the Borrower pursuant to pursuant to Amendment No. 1 in an aggregate amount not to exceed the amount set forth opposite such Lender’s name on Schedule I to Amendment No. 1 or in the Assignment and Assumption pursuant to which such Term Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement (including Section 2.14). The aggregate amount of the Lenders’ Term B-2 Loan Commitments on the Amendment No. 1 Effective Date (immediately prior to the incurrence of the Term B-2 Loans on such date) is $71,000,000.
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“Term B-2 Loan” means the term loans made by the Term B-2 Lenders to the Borrower pursuant to Section 2.14 on the Amendment No. 1 Effective Date.
“Term B-2 Lenders” means any Lender with a Term B-2 Loan Commitment or an outstanding Term B-2 Loan.
“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.
| (b) | Clause (a) of the definition of “Applicable Rate” contained in Section 1.01 of the Existing Credit Agreement is hereby amended in its entirety to read as follows: |
(a) Term B Loans and Term B-2 Loans, (A) for Eurocurrency Rate Loans, 4.50%, (B) for Base Rate Loans, 3.50% and
| (c) | Clause (a)(xiv) of the definition of “Consolidated EBITDA” contained in Section 1.01 of the Existing Credit Agreement is hereby amended in its entirety to read as follows: |
(xiv) other adjustments and add-backs of the type identified in the Quality of Earnings Analysis dated June 25, 2014, including without limitation, if greater than zero, an amount equal to the pro forma “run rate” Consolidated EBITDA attributable to any De Novo Store, which will be assumed to be (A)(1) the median Consolidated EBITDA margin before cash rent expense of comparable stores that have been operating for at least six consecutive fiscal quarters for such period multiplied by (2) the projected (in the good faith determination of the Borrower) mature annual revenue of such De Novo Store, minus (b)(i) the annual cash rent expense of the relevant De Novo Store and (B) the actual Consolidated EBITDA generated by the relevant De Novo Store;
| (d) | Clause (a)(i) of the definition of “Cumulative Credit” contained in Section 1.01 of the Existing Credit Agreement is hereby amended in its entirety to read as follows: |
$10,000,000, plus subject, at the time of the proposed use of such component of the Cumulative Credit, to compliance on a Pro Forma Basis with a Total Net Leverage Ratio as of the most recently ended Test Period that is no greater than 5.80:1.00, $20,000,000, plus
| (e) | Clause (d)(i) of the definition of “Defaulting Lender” contained in Section 1.01 of the Existing Credit Agreement is hereby amended in its entirety to read as follows: |
(i) become the subject of a proceeding under any Debtor Relief Law or a Bail-In Action,
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| (f) | The proviso at the end of the definition of “Eurocurrency Rate” contained in Section 1.01 of the Existing Credit Agreement is hereby amended by adding the following immediately prior to the period: |
and the Eurocurrency Rate with respect to Revolving Credit Loans (including Swing Line Loans) and unused Revolving Credit Commitments shall not be less than 0.00% per annum.
| (g) | The definition of “Maturity Date” contained in Section 1.01 of the Existing Credit Agreement is hereby amended in its entirety to read as follows: |
“Maturity Date” means (i) with respect to the Term B Loans and Term B-2 Loans, the seventh anniversary of the Closing Date; (ii) with respect to the Initial Revolving Credit Commitments, the fifth anniversary of the Closing Date; (iii) with respect to any Class of Extended Term Loans or Extended Revolving Credit Commitments, the final maturity date as specified in the applicable Extension Request accepted by the respective Lender or Lenders, (iv) with respect to any Refinancing Term Loans or Refinancing Revolving Credit Commitments, the final maturity date as specified in the applicable Refinancing Amendment and (v) with respect to any Incremental Loans or Incremental Revolving Credit Commitments, the final maturity date as specified in the applicable Incremental Amendment; provided that, in each case, if such day is not a Business Day, the Maturity Date shall be the Business Day immediately succeeding such day.
| (h) | The definition of “Second Lien Incremental Usage Amount” contained in Section 1.01 of the Existing Credit Agreement is hereby amended in its entirety to read as follows: |
“Second Lien Incremental Usage Amount” means, at any time, the sum of (x) the aggregate principal amount of “Incremental Commitments” (as defined in the Second Lien Credit Agreement) established at or before such time pursuant to Section 2.14(d)(iii)(B) of the Second Lien Credit Agreement (as in effect as of the date hereof but after giving effect to Second Lien Credit Agreement Amendment No. 1) and (y) the aggregate principal amount of “Incremental Equivalent Debt” (as defined in the Second Lien Credit Agreement) incurred at or before such time pursuant to Section 2.14(h)(i)(B) of the Second Lien Credit Agreement (as in effect as of the date hereof but after giving effect to Second Lien Credit Agreement Amendment No. 1).
| (i) | The definition of “Term Loan” contained in Section 1.01 of the Existing Credit Agreement is hereby amended in its entirety to read as follows: |
“Term Loan” means any Term B Loan, Term B-2 Loan, Incremental Term Loan, Refinancing Term Loan or Extended Term Loan, as the context may require.
| (j) | Section 2.05(a)(vi) of the Existing Credit Agreement is hereby amended in its entirety to read as follows: |
Notwithstanding the foregoing, in the event that, on or prior to the date that is six (6) months after the Amendment No. 1 Effective Date, the Borrower (x) prepays, refinances, substitutes or replaces any Term B Loans or Term B-2 Loans pursuant to a Repricing Transaction (including, for avoidance of doubt, any prepayment made pursuant to Section 2.05(b)(iii) that constitutes a Repricing Transaction), or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall
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pay to the Administrative Agent, for the ratable account of each of the applicable Term Lenders, (I) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans or Term B-2 Loans so prepaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term B Loans or Term B-2 Loans subject to such amendment. Such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction.
| (k) | Section 2.07(a)(i) of the Existing Credit Agreement is hereby amended in its entirety to read as follows: |
The Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders (A) on the last Business Day of each March, June, September and December, an aggregate principal amount equal to $1,018,622.45 (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05 and 10.07(p)) and (B) on the Maturity Date for any Class of Term Loans, the aggregate principal amount of all Term Loans of such Class outstanding on such date.
| (l) | Section 2.14(d)(iii) of the Existing Credit Agreement is hereby amended by inserting the following immediately after “$85,000,000”: |
| (m) | (provided, that such amount shall not be reduced by the Term B-2 Loans, Additional Commitments (as defined in Amendment No. 1) or the 2016 Second Lien Incremental Term Loan (as defined in Amendment No. 1)) |
| (n) | Section 2.14(h) of the Existing Credit Agreement is hereby amended by inserting the following immediately after “$85,000,000”: |
(provided, that such amount shall not be reduced by the Term B-2 Loans, Additional Commitments (as defined in Amendment No. 1) or the 2016 Second Lien Incremental Term Loan (as defined in Amendment No. 1))
| (o) | Section 7.06 of the Existing Credit Agreement is hereby amended by (i) deleting “and” at the end of clause (l) thereof, (ii) deleting “.” at the end of clause (m) thereof and inserting in its place “; and” and (iii) inserting a new clause (n) at the end thereof as follows: |
(n) the Special Distribution in an amount not to exceed $110 million.
| (p) | Article X of the Existing Credit Agreement is amended by inserting a new Section 10.21 at the end thereof as follows: |
Section 10.21 Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
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| (a) | the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender that is an EEA Financial Institution; and |
| (b) | the effects of any Bail-In Action on any such liability, including, if applicable: |
| (i) | a reduction in full or in part or cancellation of any such liability; |
| (ii) | a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or |
| (iii) | the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. |
| 2. | Term B-2 Loans. |
| (a) | Terms Generally. Subject to the satisfaction of the conditions set forth in Section 4 of this Agreement, each Term B-2 Lender hereby acknowledges and agrees that it has a Term B-2 Commitment in the amount set forth on Schedule I to this Agreement and agrees to make Term B-2 Loans on the Effective Date in accordance with Section 2.14 of the Existing Credit Agreement. From and after the Effective Date, each Term B-2 Lender shall be a Term Lender for all purposes under the Credit Agreement and the other Loan Documents. The Term B Loans and the Term B-2 Loans shall be a single tranche of Term Loans for all purposes under the Credit Agreement and payments of the Term B Loans or Term B-2 Loans of interest, principal (whether optional or mandatory) and premiums shall be made on pro rata basis among the Term B Loans and Term B-2 Loans. The Term B-2 Loans shall have identical terms as the existing Term B Loans and shall rank pari passu in right of payment and security with the existing Term Loans, and in furtherance thereof and for the avoidance of doubt, each reference to the Term B Loans in the Loan Documents (other than in the preliminary statements to the Credit Agreement, the definitions of “Equity Contribution”, “Term B Commitment”, “Term B Loan” and “Transactions” in the Credit Agreement, and Sections 2.06(b) and 4.01(c) of the Credit Agreement) shall be deemed to include the Term B-2 Loans. |
| (b) | Administrative Matters. Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all such Term B-2 Loans, when originally made, are a single tranche (and Class) with the outstanding Term B Loans for all purposes under the Loans Documents and are included in each Borrowing of outstanding Term B Loans on a pro rata basis. This may be accomplished at the discretion of the Administrative Agent by allocating a portion of each such Term B-2 Loan to each outstanding Eurocurrency Rate Loan that is a Term B Loan of the same Type on a pro rata basis, even though as a result thereof such Term B-2 Loan may effectively have a shorter Interest Period than the Term B-2 Loans included in the Borrowing of which they are a part (and notwithstanding any other provision of the Credit Agreement that would prohibit such an initial Interest Period). This Section 2(b) is for administrative purposes only and shall, under no circumstances, result in any additional obligations, expenses or fees for the Borrower. |
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| 3. | Lender Reallocations. Effective as of the Effective Date (i) each Revolving Credit Lender immediately prior to the Effective Date will automatically and without further action be deemed to have assigned to each Lender providing a portion of the Additional Commitments (each an “Additional Commitment Lender”), and each such Additional Commitment Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (A) participations in Letters of Credit and (B) participations in Swingline Loans held by each Revolving Credit Lender (including each such Additional Commitment Lender) will equal the percentage of the Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (ii) if, on the Effective Date, there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Additional Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder on the Effective Date by the Additional Commitment Lenders in respect of their Additional Commitments (reflecting each such Revolving Credit Lender’s ratable share of the outstanding Revolving Credit Loans in accordance with their Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05 of the Credit Agreement. The Administrative Agent and the Revolving Credit Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained in the Credit Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. The Additional Commitments shall be made effective by, on the Effective Date, automatically increasing the Revolving Credit Commitment of each Person listed on Schedule II hereto by the amount set forth opposite such Person’s name on Schedule II hereto. Each Person listed on Schedule II hereto, by such Person’s signature to this Amendment as an Additional Commitment Lender, hereby agrees to such increase. In connection with the foregoing, it is understood and agreed that the respective Revolving Credit Commitments of the Revolving Credit Lenders and respective Pro Rata Shares of the Revolving Credit Lenders in the Revolving Credit Commitments shall be as set forth in the Register, which Register shall, in accordance with the definition of the term Revolving Credit Commitment, operate to amend the portion of Schedule 1.01A of the Credit Agreement pertaining to Revolving Credit Commitments. |
| 4. | Effective Date Conditions. This Agreement will become effective on the date (the “Effective Date”) on which each of the following conditions have been satisfied (or waived) in accordance with the terms herein: |
| (a) | the Administrative Agent shall have received counterparts of this Agreement executed by (i) Term B-2 Lenders with Term B-2 Commitments representing 100% of the Term B-2 Commitments, (ii) the Additional Commitment Lenders with Additional Commitments representing 100% of the Additional Commitments, (iii) the Required Lenders, (iv) the Required Revolving Credit Lenders, (v) the Swing Line Lender, (vi) the L/C Issuer and (vii) the Borrower and each other Loan Party; |
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| (b) | for the ratable benefit of each (x) Term B-2 Lender providing a Term B-2 Loan as of the Effective Date, an upfront fee (the “Term B-2 Upfront Fee”) in an amount equal to 1.0% of the stated principal amount of such Term B-2 Lender’s Term B-2 Loan, earned and due and payable to such Term B-2 Lender on the Effective Date and (y) Additional Commitment Lender an Additional Commitment as of the Effective Date, an upfront fee (the “Additional Commitment Upfront Fee”) in an amount equal to 0.5% of the stated principal amount of such Additional Commitment Lender’s Additional Commitment, earned and due and payable to such Additional Commitment Lender on the Effective Date. The Term B-2 Loans may be net funded on the Effective Date to account for the Term B-2 Upfront Fee; |
| (c) | the Administrative Agent shall have received payment from or on behalf of the Borrower for the account of each Lender that shall have consented to this Agreement by delivering a counterpart signature page to this Agreement to the Administrative Agent prior to 5:00 p.m., New York City time, on October 17, 2016, of an amendment fee for each such Lender in an amount equal to 0.25% of the outstanding principal amount of the Term B Loans or amount of the Revolving Credit Commitments, as applicable, of such Lender; |
| (d) | the representations and warranties in Section 5 of this Agreement shall be true and correct in all material respects as of the Effective Date; |
| (e) | no Default or Event of Default shall exist, or would result from the incurrence of the Term B-2 Loans or the Additional Commitments and the consummation of the Transactions contemplated hereby, including from the application of the proceeds therefrom; |
| (f) | the Administrative Agent shall have received a certificate, in form and substance reasonably satisfactory to the Administrative Agent, of the Borrower dated as of the Effective Date signed by a Responsible Officer of the Borrower (i) (A) certifying and attaching the resolutions or similar consents adopted by the Borrower approving or consenting to this Agreement and the Term B-2 Loans and the Additional Commitments, (B) certifying that the certificate of formation and limited liability company agreement of the Borrower either (x) has not been amended since the Closing Date or (y) is attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement and any related documents on behalf of the Borrower and (ii) certifying as to the matters set forth in clauses (d) and (e) above; |
| (g) | the Administrative Agent shall have received, on behalf of itself, the Term B-2 Lenders and the Additional Commitment Lenders on the Effective Date, a favorable written opinion of Weil, Gotshal & Xxxxxx LLP, counsel for Holdings, the Borrower and each other Loan Party, (A) dated the Effective Date, (B) addressed to the Administrative Agent, the Term B-2 Lenders and the Additional Commitment Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such matters relating to this Agreement as the Administrative Agent shall reasonably request; |
| (h) | the Administrative Agent shall have received a Borrowing Request executed by the Borrower; |
| (i) | all fees and out-of-pocket expenses for which invoices have been presented at least three business day prior to the Effective Date (including the reasonable fees and expenses of legal counsel) required to be paid or reimbursed by the Borrower pursuant to Section 10.04 of the Credit Agreement in connection with this Agreement shall have been paid or reimbursed by (or on behalf of) the Borrower; and |
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| (j) | The borrowing of the 2016 Second Lien Incremental Term Loans under Second Lien Credit Agreement Amendment No. 1 shall have been consummated. |
| 5. | Representations and Warranties. By its execution of this Agreement, each Loan Party hereby represents and warrants that: |
| (a) | the execution, delivery and performance of this Agreement is within such Loan Party’s corporate or other organizational powers and has been duly authorized by all necessary corporate or other organizational action of such Loan Party; |
| (b) | this Agreement has been duly executed and delivered by such Loan Party and is a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and to general principles of equity and principles of good faith and dealing; and |
| (c) | the execution and delivery of this Agreement by such Loan Party and the performance by such Loan Party hereof do not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01 of the Credit Agreement), or require any payment to be made under (x) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject or (iii) violate any Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) (A) referred to in clauses (ii) and (iii), to the extent that such violation, conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect. |
| 6. | Reference to and Effect on Loan Documents; Reaffirmation of the Loan Parties. |
| (a) | On and after the effectiveness of this Agreement, each reference in the Existing Credit Agreement and the other Loan Documents to any of the Loan Documents, “this Agreement”, “hereunder”, “hereof’ or words of like import referring to any Loan Document shall mean and be a reference to the applicable Loan Document, as specifically amended by this Agreement. |
| (b) | Each Loan Party hereby consents to the amendment of the Existing Credit Agreement and the Loan Documents effected hereby and confirms and agrees that, notwithstanding the effectiveness of this Agreement, each Loan Document to which such Loan Party is a party is, and the obligations of such Loan Party contained in the Existing Credit Agreement, this Agreement or in any other Loan Document to which it is a party are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, in each case as amended by this Agreement. For greater certainty and without limiting the foregoing, each Loan Party hereby confirms and reaffirms, as of the date hereof, (i) that the existing security interests granted by such Loan Party in favor of the Administrative Agent for the benefit of the Secured Parties (including without limitation the Term B-2 Lenders and Lenders providing Additional Commitments) pursuant to the Loan Documents in the Collateral described therein shall continue to secure the Obligations as and to the extent provided in the Loan Documents and (ii) its Guaranty of the Obligations and the covenants and agreements contained in each of the other Loan |
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| Documents to which it is a party, including, in each case, such security interest, covenants and agreements as in effect immediately after giving to this Agreement and the transactions contemplated hereby. Neither the modification of the Existing Credit Agreement effected pursuant to this Agreement nor the execution, delivery, performance or effectiveness of this Agreement (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. |
| 7. | Amendment, Modification and Waiver. This Agreement may not be amended, modified or waived except as permitted by Section 10.01 of the Credit Agreement. |
| 8. | Entire Agreement. This Agreement, the engagement letter among certain of the parties hereto (or their respective affiliates) related to the transactions described herein, the Credit Agreement and the other Loan Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof. The parties hereto acknowledge and agree that the amendment of the Credit Agreement pursuant to this Agreement and all other Loan Documents amended and/or executed and delivered in connection herewith shall not constitute a novation of the Existing Credit Agreement and the other Loan Documents as in effect prior to the Effective Date. |
| 9. | GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. |
| 10. | Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. |
| 11. | Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier, .pdf or other electronic imaging means of an executed counterpart of a signature page to this Agreement shall be effective as delivery of an original executed counterpart of this Agreement. |
| 12. | WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12. |
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| 13. | Loan Document. On and after the Effective Date, this Agreement shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents (it being understood that for the avoidance of doubt this Agreement may be amended or waived solely by the parties hereto as set forth in Section 7 above). |
[signature pages to follow]
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IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first set forth above.
| PHD INTERMEDIATE LLC | ||
| By: | /s/ Xxx Xxxxxx | |
| Name: Xxx Xxxxxx | ||
| Title: Chief Financial Officer | ||
| PORTILLO’S HOLDINGS, LLC | ||
| By: | /s/ Xxx Xxxxxx | |
| Name: Xxx Xxxxxx | ||
| Title: Chief Financial Officer | ||
| GOLDEN DOGS, LLC XXXXXXXX’X HOT DOGS, LLC RlCHPORT HOLDINGS, LLC | ||
| By: | /s/ Xxx Xxxxxx | |
| Name: Xxx Xxxxxx | ||
| Title: Chief Financial Officer | ||
[Portillo’s – Signature Page to Amendment No. 1 to
| UBS AG, STAMFORD BRANCH, as Administrative | ||
| Agent, L/C Issuer and Swing Line Lender | ||
| By: | /s/ Xxxxxxx Xxxx | |
| Name: Xxxxxxx Xxxx | ||
| Title: Director | ||
| By: | /s/ Xxxxxxx Xxxxx | |
| Name: Xxxxxxx Xxxxx | ||
| Title: Director | ||
[Portillo’s – Signature Page to Amendment No. 1 to
| UBS AG, STAMFORD BRANCH, as the Term B-2 | ||
| Lender, an Additional Commitment Lender and a Lender | ||
| By: | /s/ Xxxxxxx Xxxx | |
| Name: Xxxxxxx Xxxx | ||
| Title: Director | ||
| By: | /s/ Xxxxxxx Xxxxx | |
| Name: Xxxxxxx Xxxxx | ||
| Title: Director | ||
[Portillo’s – Signature Page to Amendment No. 1 to
| JEFFERIES FINANCE LLC, as an Additional | ||
| Commitment Lender and a Lender | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxx | ||
| Title: Managing Director | ||
[Portillo’s – Signature Page to Amendment No. 1 to
[First Lien Term Loan Signature Page]
| A Voce CLO, Ltd. | ||
| as a Lender | ||
| By: Invesco Senior Secured Management, Inc. as | ||
| Collateral Manager | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: | Xxxxx Xxxx | |
| Title: | Authorized Individual | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Invesco
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| ACAS CLO 2014-1, Ltd. | ||
| as a Lender | ||
| By: American Capital CLO Management, LLC, its Manager | ||
| By: | /s/ Xxxxxxx Xxxxx | |
| Name: | Xxxxxxx Xxxxx | |
| Title: | Authorized Signatory | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): American Capital
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| ACAS CLO 2014-2, Ltd. | ||
| as a Lender | ||
| By: American Capital CLO Management, LLC, its | ||
| Manager | ||
| By: | /s/ Xxxxxxx Xxxxx | |
| Name: | Xxxxxxx Xxxxx | |
| Title: | Authorized Signatory | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): American Capital
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Allstate Insurance Company, as a Lender | ||
| By: | /s/ Xxxx Xxxx | |
| Xxxx Xxxx | ||
| Authorized Signatory | ||
| By: | /s/ Xxxx X. Xxxxxxx | |
| Xxxx X. Xxxxxxx | ||
| Authorized Signatory | ||
Name of Fund Manager (if any):
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Allstate Life Insurance Company, as a Lender | ||
| By: | /s/ Xxxx Xxxx | |
| Xxxx Xxxx | ||
| Authorized Signatory | ||
| By: | /s/ Xxxx X. Xxxxxxx | |
| Xxxx X. Xxxxxxx | ||
| Authorized Signatory | ||
Name of Fund Manager (if any):
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| AIMCO CLO, Series 2015-A, as a Lender | ||
| By: | /s/ Xxxx Xxxx | |
| Xxxx Xxxx | ||
| Authorized Signatory | ||
| By: | /s/ Xxxx X. Xxxxxxx | |
| Xxxx X. Xxxxxxx | ||
| Authorized Signatory | ||
| Name of Fund Manager (if any): Allstate Investment Management Company, as Collateral Manager | ||
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| AIMCO CLO, Series 2014-A, as a Lender | ||
| By: | /s/ Xxxx Xxxx | |
| Xxxx Xxxx | ||
| Authorized Signatory | ||
| By: | /s/ Xxxx X. Xxxxxxx | |
| Xxxx X. Xxxxxxx | ||
| Authorized Signatory | ||
| Name of Fund Manager (if any): Allstate Investment Management Company, as Collateral Manager | ||
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| American General Life Insurance Company | ||
| as a Lender | ||
| By: Invesco Senior Secured Management, Inc. as | ||
| Investment Manager | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: | Xxxxx Xxxx | |
| Title: | Authorized Individual | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Invesco
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| American Home Assurance Company | ||
| as a Lender | ||
| By: Invesco Senior Secured Management, Inc. as | ||
| Investment Manager | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: | Xxxxx Xxxx | |
| Title: | Authorized Individual | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Invesco
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| AMMC CLO 15, LIMITED | ||
| as a Lender | ||
| BY: American Money Management Corp., as Collateral Manager | ||
| By: | /s/ Xxxxx X. Xxxxx | |
| Name: | Xxxxx X. Xxxxx | |
| Title: | Senior Vice President | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): American Money Management Corp.
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| AMMC CLO 16, LIMITED | ||
| as a Lender | ||
| By: American Money Management Corp., as Collateral Manager | ||
| By: | /s/ Xxxxx X. Xxxxx | |
| Name: Xxxxx X. Xxxxx | ||
| Title: Senior Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): American Money Management Corp.
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| AMMC CLO 17, LIMITED | ||
| as a Lender | ||
| By: American Money Management Corp., as Collateral Manager | ||
| By: | /s/ Xxxxx X. Xxxxx | |
| Name: Xxxxx X. Xxxxx | ||
| Title: Senior Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): American Money Management Corp.
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| AMMC CLO 18, LIMITED | ||
| as a Lender | ||
| By: American Money Management Corp., as Collateral Manager | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Senior Vice President | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): American Money Management Corp.
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| AMMC CLO XI, LIMITED | ||
| as a Lender | ||
| By: American Money Management Corp., as Collateral Manager | ||
| By: | /s/ Xxxxx X. Xxxxx | |
| Name: | Xxxxx X. Xxxxx | |
| Title: | Senior Vice President | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): American Money Management Corp.
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| AMMC CLO XII, LIMITED | ||
| as a Lender | ||
| By: American Money Management Corp., as Collateral Manager | ||
| By: | /s/ Xxxxx X. Xxxxx | |
| Name: | Xxxxx X. Xxxxx | |
| Title: | Senior Vice President | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): American Money Management Corp.
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| AMMC CLO XIII, LIMITED | ||
| as a Lender | ||
| By: American Money Management Corp., as Collateral Manager | ||
| By: | /s/ Xxxxx X. Xxxxx | |
| Name: | Xxxxx X. Xxxxx | |
| Title: | Senior Vice President | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): American Money Management Corp.
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| AMMC CLO XIV, LIMITED | ||
| as a Lender | ||
| By: | /s/ Xxxxx X. Xxxxx | |
| Name: | Xxxxx X. Xxxxx | |
| Title: | Senior Vice President | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): American Money Management Corp.
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Annisa CLO, Ltd. | ||
| as a Lender | ||
| By: Invesco RR Fund L.P. as Collateral Manager By: Invesco RR Associates LLC, as general partner By: Invesco Senior Secured Management, Inc. as sole member | ||
| By: | /s/ Xxxx, Xxxxx | |
| Name: | Xxxx, Xxxxx | |
| Title: | M | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Invesco
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Axis Specialty Limited | ||
| as a Lender | ||
| By: Voya Investment Management Co. LLC, as its investment manager | ||
| By: | /s/ Xxxx Xxxx | |
| Name: | Xxxx Xxxx | |
| Title: | Senior Vice President | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Voya Investment Management
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Revolving Credit Lender Signature Page]
| Bank of America, N.A. | ||
| as a Lender | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: Xxxxx Xxxx | ||
| Title: Vice President | ||
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| BayernInvest Alternative Loan - Fonds | ||
| as a Lender | ||
| BY: Voya Investment Management Co. LLC, as its investment manager | ||
| By: | /s/ Xxxx Xxxx | |
| Name: | Xxxx Xxxx | |
| Title: | Senior Vice President | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Voya Investment Management
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Betony CLO, Ltd. | ||
| as a Lender | ||
| By: Invesco Senior Secured Management, Inc. as Collateral Manager | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: | Xxxxx Xxxx | |
| Title: | Authorized Individual | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Invesco
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Blue Hill CLO, Ltd. | ||
| as a Lender | ||
| By: Invesco Senior Secured Management, Inc. as Collateral Manager | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: | Xxxxx Xxxx | |
| Title: | Authorized Individual | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Invesco
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| BOC Pension Investment Fund | ||
| as a Lender | ||
| BY: Invesco Senior Secured Management, Inc. as Attorney in Fact | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: | Xxxxx Xxxx | |
| Title: | Authorized Individual | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Invesco
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| California Public Employees’ Retirement System | ||
| as a Lender | ||
| BY: Voya Investment Management Co. LLC, as its investment manager | ||
| By: | /s/ Xxxx Xxxx | |
| Name: Xxxx Xxxx | ||
| Title: Senior Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Voya Investment Management
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Carlyle Global Market Strategies CLO 2012-3, Ltd. | ||
| as a Lender | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: | Xxxxx Xxxx | |
| Title: | Managing Director | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Carlyle
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Carlyle Global Market Strategies CLO 2012-4, Ltd. | ||
| as a Lender | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: | Xxxxx Xxxx | |
| Title: | Managing Director | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Carlyle
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Carlyle Global Market Strategies CLO 2013-1, Ltd. | ||
| as a Lender | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: | Xxxxx Xxxx | |
| Title: | Managing Director | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Carlyle
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Carlyle Global Market Strategies CLO 2013-2, Ltd. | ||
| as a Lender | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: | Xxxxx Xxxx | |
| Title: | Managing Director | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Carlyle
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Carlyle Global Market Strategies CLO 2013-3, Ltd. | ||
| as a Lender | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: | Xxxxx Xxxx | |
| Title: | Managing Director | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Carlyle
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Carlyle Global Market Strategies CLO 2013-4, Ltd. | ||
| as a Lender | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: | Xxxxx Xxxx | |
| Title: | Managing Director | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Carlyle
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Carlyle Global Market Strategies CLO 2014-1, Ltd. | ||
| as a Lender | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: | Xxxxx Xxxx | |
| Title: | Managing Director | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Carlyle
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Carlyle Global Market Strategies CLO 2014-2, Ltd. | ||
| as a Lender | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: | Xxxxx Xxxx | |
| Title: | Managing Director | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Carlyle
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Carlyle Global Market Strategies CLO 2014-3, Ltd. | ||
| as a Lender | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: | Xxxxx Xxxx | |
| Title: | Managing Director | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Carlyle
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Carlyle Global Market Strategies CLO 2014-4, Ltd. | ||
| as a Lender | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: | Xxxxx Xxxx | |
| Title: | Managing Director | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Carlyle
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Carlyle Global Market Strategies CLO 2014-5, Ltd. | ||
| as a Lender | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: | Xxxxx Xxxx | |
| Title: | Managing Director | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Carlyle
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Carlyle Global Market Strategies CLO 2015-1, Ltd. | ||
| as a Lender | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: | Xxxxx Xxxx | |
| Title: | Managing Director | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Carlyle
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Carlyle Global Market Strategies CLO 2015-4, Ltd. | ||
| as a Lender | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: | Xxxxx Xxxx | |
| Title: | Managing Director | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Carlyle
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Carlyle Global Market Strategies CLO 2016-2 Ltd. | ||
| as a Lender | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: | Xxxxx Xxxx | |
| Title: | Managing Director | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Carlyle
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| City of New York Group Trust | ||
| as a Lender | ||
| BY: Voya Investment Management Co. LLC as its | ||
| investment manager | ||
| By: | /s/ Xxxx Xxxx | |
| Name: | Xxxx Xxxx | |
| Title: | Senior Vice President | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Voya Investment Management
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Covenant Credit Partners CLO I, Ltd., as a Lender | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: Xxxxx Xxxxxxx | ||
| Title: Asst. Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: |
| |
| Name: | ||
| Title: | ||
Name of Fund Manager (if any):
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Covenant Credit Partners CLO II, Ltd., as a Lender | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: Xxxxx Xxxxxxx | ||
| Title: Asst. Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: |
| |
| Name: | ||
| Title: | ||
Name of Fund Manager (if any):
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| CQS Credit Multi Asset Fund, a sub-fund of CQS | ||
| Global Funds (Ireland) plc as a Lender | ||
| By: | /s/ Xxxxx Xxxx-Xxx | |
| Name: Xxxxx Xxxx-Xxx | ||
| Title: Authorised Signatory | ||
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Eastspring Investments US Bank Loan Special | ||
| Asset Mother Investment Trust [Loan Claim], as a Lender | ||
| By: | /s/ Xxxxx X. Xxxxxx | |
| PPM America, Inc., as Delegated Manager | ||
| Name: Xxxxx X. Xxxxxx | ||
| Title: Managing Director | ||
Name of Fund Manager (if any): PPM America, Inc.
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| JNL/PPM America Floating Rate Income Fund, a | ||
| series of the JNL Series Trust, as a Lender | ||
| By: | /s/ Xxxxx X. Xxxxxx | |
| PPM America, Inc., as sub adviser | ||
| Name: Xxxxx X. Xxxxxx | ||
| Title: Managing Director | ||
Name of Fund Manager (if any): PPM America, Inc.
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| First Trust Dividend and Income Fund | ||
| as a Lender | ||
| BY: First Trust Advisors L.P. | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: | Xxxx Xxxxxxx | |
| Title: | Vice President | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): First Trust Advisors L.P.
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| First Trust Senior Floating Rate Income Fund II | ||
| as a Lender | ||
| By: First Trust Advisors L.P., its investment manager | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: | Xxxx Xxxxxxx | |
| Title: | Vice President | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): First Trust Advisors L.P.
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| First Trust Senior Loan ETF (CAD-Hedged) | ||
| as a Lender | ||
| BY: First Trust Advisors L.P. | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: | Xxxx Xxxxxxx | |
| Title: | Vice President | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): First Trust Advisors L.P.
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| First Trust Senior Loan Fund | ||
| as a Lender | ||
| BY: First Trust Advisors L.P., its Investment Advisor | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: | Xxxx Xxxxxxx | |
| Title: | Vice President | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): First Trust Advisors L.P.
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| First Trust Short Duration High Income Fund | ||
| as a Lender | ||
| BY: First Trust Advisors L.P., its investment manager | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: | Xxxx Xxxxxxx | |
| Title: | Vice President | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): First Trust Advisors L.P.
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| First Trust Short Duration High Yield Bond ETF (CAD-Hedged) | ||
| as a Lender | ||
| BY: First Trust Advisors L.P. | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: | Xxxx Xxxxxxx | |
| Title: | Vice President | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): First Trust Advisors L.P.
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| First Trust Tactical High Yield ETF | ||
| as a Lender | ||
| By: First Trust Advisors L.P., its Investment Advisor | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: | Xxxx Xxxxxxx | |
| Title: | Vice President | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): First Trust Advisors L.P.
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| as a Lender - Xxxxx Capital Partners CLO 14, Ltd. | ||
| By: GC Advisors LLC, as agent | ||
| By: | /s/ Xxxxxxxxx X. Xxxxxxxx | |
| Name: Xxxxxxxxx X. Xxxxxxxx | ||
| Title: Designated Signatory | ||
Name of Fund Manager (if any): Xxxxx Capital
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| as a Lender - Xxxxx Capital Partners CLO 15, Ltd. | ||
| By: GC Advisors LLC, as agent | ||
| By: | /s/ Xxxxxxxxx X. Xxxxxxxx | |
| Name: Xxxxxxxxx X. Xxxxxxxx | ||
| Title: Designated Signatory | ||
Name of Fund Manager (if any): Xxxxx Capital
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| as a Lender - Xxxxx Capital Partners CLO 22(B), Ltd. | ||
| By: GC Advisors LLC, as agent | ||
| By: | /s/ Xxxxxxxxx X. Xxxxxxxx | |
| Name: Xxxxxxxxx X. Xxxxxxxx | ||
| Title: Designated Signatory | ||
Name of Fund Manager (if any): Xxxxx Capital
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| as a Lender- Xxxxx Capital Partners CLO 23(B), Ltd. | ||
| By: GC Advisors LLC, as agent | ||
| By: | /s/ Xxxxxxxxx X. Xxxxxxxx | |
| Name: Xxxxxxxxx X. Xxxxxxxx | ||
| Title: Designated Signatory | ||
Name of Fund Manager (if any): Xxxxx Capital
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| ICG US CLO 2014-1, Ltd. | ||
| as a Lender | ||
| By: | /s/ Xxxx Xxxxxxxxxxx | |
| Name: | Xxxx Xxxxxxxxxxx | |
| Title: | Authorized Signatory | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Intermediate Capital Group, Inc.
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| ICG US CLO 2014-2 Ltd | ||
| as a Lender | ||
| By: | /s/ Xxxx Xxxxxxxxxxx | |
| Name: | Xxxx Xxxxxxxxxxx | |
| Title: | Authorized Signatory | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Intermediate Capital Group, Inc.
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| ICG US CLO 2014-3, Ltd. | ||
| as a Lender | ||
| By: | /s/ Xxxx Xxxxxxxxxxx | |
| Name: | Xxxx Xxxxxxxxxxx | |
| Title: | Authorized Signatory | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Intermediate Capital Group, Inc.
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| ICG US CLO 2015-1, Ltd | ||
| as a Lender | ||
| By: | /s/ Xxxx Xxxxxxxxxxx | |
| Name: | Xxxx Xxxxxxxxxxx | |
| Title: | Authorized Signatory | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Intermediate Capital Group, Inc.
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| ICG US CLO 2015-2, Ltd. | ||
| as a Lender | ||
| By: | /s/ Xxxx Xxxxxxxxxxx | |
| Name: | Xxxx Xxxxxxxxxxx | |
| Title: | Authorized Signatory | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Intermediate Capital Group, Inc.
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Invesco Bank Loan Fund A Series Trust of Multi | ||
| Manager Global Investment Trust | ||
| as a Lender | ||
| By: Invesco Senior Secured Management, Inc. as | ||
| Investment Manager | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: | Xxxxx Xxxx | |
| Title: | Authorized Individual | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Invesco
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Invesco Bank Loan Fund Series 2 A Series Trust | ||
| of Multi Manager Global Investment Trust | ||
| as a Lender | ||
| By: Invesco Senior Secured Management, Inc. as | ||
| Investment Manager | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: | Xxxxx Xxxx | |
| Title: | Authorized Individual | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Invesco
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Invesco BL Fund, Ltd. | ||
| as a Lender | ||
| By: Invesco Management S.A. As Investment Manager | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: | Xxxxx Xxxx | |
| Title: | Authorized Individual | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Invesco
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Invesco Leveraged Loan Fund 2016 A Series | ||
| Trust of Global Multi Portfolio Investment Trust | ||
| as a Lender | ||
| By: Invesco Senior Secured Management, Inc. as | ||
| Investment Manager | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: | Xxxxx Xxxx | |
| Title: | Authorized Individual | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Invesco
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Invesco Polaris US Bank Loan Fund | ||
| as a Lender | ||
| BY: Invesco Senior Secured Management, Inc. as | ||
| Investment Manager | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: | Xxxxx Xxxx | |
| Title: | Authorized Individual | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Invesco
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| INVESCO SSL FUND LLC | ||
| as a Lender | ||
| By: Invesco Senior Secured Management, Inc. as | ||
| Collateral Manager | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: | Xxxxx Xxxx | |
| Title: | Authorized Individual | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Invesco
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Invesco Zodiac Funds - Invesco US Senior Loan Fund | ||
| as a Lender | ||
| By: Invesco Senior Secured Management, Inc. as | ||
| Investment Manager | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: | Xxxxx Xxxx | |
| Title: | Authorized Individual | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Invesco
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| ISL Loan Trust | ||
| as a Lender | ||
| BY: Voya Investment Management Co. LLC, as its | ||
| investment advisor | ||
| By: | /s/ Xxxx Xxxx | |
| Name: | Xxxx Xxxx | |
| Title: | Senior Vice President | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Voya Investment Management
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| ISL Loan Trust II | ||
| as a Lender | ||
| BY: Voya Investment Management Co. LLC, as its | ||
| investment advisor | ||
| By: | /s/ Xxxx Xxxx | |
| Name: | Xxxx Xxxx | |
| Title: | Senior Vice President | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Voya Investment Management
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Revolving Credit Lender Signature Page]
| JFIN REVOLVER CLO 2014 LTD. | ||
| By: Jefferies Finance LLC, as Portfolio Manager | ||
| By: | /s/ J. Xxxx XxXxxxxxx | |
| Name: | J. Xxxx XxXxxxxxx | |
| Title: | Managing Director | |
| JFIN REVOLVER CLO 2015 II LTD. | ||
| By: Jefferies Finance LLC, as Portfolio Manager | ||
| By: | /s/ J. Xxxx XxXxxxxxx | |
| Name: | J. Xxxx XxXxxxxxx | |
| Title: | Managing Director | |
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Xxxxxx Foundation Hospitals | ||
| as a Lender | ||
| By: Invesco Senior Secured Management, Inc. as Investment Manager | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: | Xxxxx Xxxx | |
| Title: | Authorized Individual | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Invesco
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Xxxxxx Permanente Group Trust | ||
| as a Lender | ||
| By: Invesco Senior Secured Management, Inc. as Investment Manager | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: | Xxxxx Xxxx | |
| Title: | Authorized Individual | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Invesco
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| LCM XI Limited Partnership | ||
| By: LCM Asset Management LLC | ||
| As Collateral Manager | ||
| as a Lender (type name of the legal entity)
LCM Asset Management LLC | ||
| By: | /s/ Xxxxxxxxx X. Xxxxx | |
| Name: Xxxxxxxxx X. Xxxxx | ||
| Title: | ||
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| LCM XII Limited Partnership | ||
| By: LCM Asset Management LLC | ||
| As Collateral Manager | ||
| as a Lender (type name of the legal entity)
LCM Asset Management LLC | ||
| By: | /s/ Xxxxxxxxx X. Xxxxx | |
| Name: Xxxxxxxxx X. Xxxxx | ||
| Title: | ||
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| LCM XIII Limited Partnership | ||
| By: LCM Asset Management LLC | ||
| As Collateral Manager | ||
| as a Lender (type name of the legal entity)
LCM Asset Management LLC | ||
| By: | /s/ Xxxxxxxxx X. Xxxxx | |
| Name: Xxxxxxxxx X. Xxxxx | ||
| Title: | ||
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| LCM XIV Limited Partnership | ||
| By: LCM Asset Management LLC | ||
| As Collateral Manager | ||
| as a Lender (type name of the legal entity)
LCM Asset Management LLC | ||
| By: | /s/ Xxxxxxxxx X. Xxxxx | |
| Name: Xxxxxxxxx X. Xxxxx | ||
| Title: | ||
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| LCM XV Limited Partnership | ||
| By: LCM Asset Management LLC | ||
| As Collateral Manager | ||
| as a Lender (type name of the legal entity)
LCM Asset Management LLC | ||
| By: | /s/ Xxxxxxxxx X. Xxxxx | |
| Name: Xxxxxxxxx X. Xxxxx | ||
| Title: | ||
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| LCM XVI Limited Partnership | ||
| By: LCM Asset Management LLC | ||
| As Collateral Manager | ||
| as a Lender (type name of the legal entity)
LCM Asset Management LLC | ||
| By: | /s/ Xxxxxxxxx X. Xxxxx | |
| Name: Xxxxxxxxx X. Xxxxx | ||
| Title: | ||
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| LCM XVII Limited Partnership | ||
| By: LCM Asset Management LLC | ||
| As Collateral Manager | ||
| as a Lender (type name of the legal entity)
LCM Asset Management LLC | ||
| By: | /s/ Xxxxxxxxx X. Xxxxx | |
| Name: Xxxxxxxxx X. Xxxxx | ||
| Title: | ||
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| LCM XVIII Limited Partnership | ||
| By: LCM Asset Management LLC | ||
| As Collateral Manager | ||
| as a Lender (type name of the legal entity)
LCM Asset Management LLC | ||
| By: | /s/ Xxxxxxxxx X. Xxxxx | |
| Name: Xxxxxxxxx X. Xxxxx | ||
| Title: | ||
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| LCM XIX Limited Partnership |
| By: LCM Asset Management LLC |
| As Collateral Manager |
| as a Lender (type name of the legal entity)
LCM Asset Management LLC |
| By: | /s/ Xxxxxxxxx X. Xxxxx | |
| Name: Xxxxxxxxx X. Xxxxx | ||
| Title: |
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| LCM XX Limited Partnership | ||
| By: LCM Asset Management LLC | ||
| As Co1lateral Manager | ||
| as a Lender (type name of the legal entity)
LCM Asset Management LLC | ||
| By: | /s/ Xxxxxxxxx X. Xxxxx | |
| Name: Xxxxxxxxx X. Xxxxx | ||
| Title: | ||
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| LCM XXI Limited Partnership | ||
| By: LCM Asset Management LLC | ||
| As Collateral Manager | ||
| as a Lender (type name of the legal entity)
LCM Asset Management LLC | ||
| By: | /s/ Xxxxxxxxx X. Xxxxx | |
| Name: Xxxxxxxxx X. Xxxxx | ||
| Title: | ||
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Lexington Insurance Company | ||
| as a Lender | ||
| By: Invesco Senior Secured Management, Inc. as | ||
| Investment Manager | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: | Xxxxx Xxxx | |
| Title: | Authorized Individual | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Invesco
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Limerock CLO II, Ltd. | ||
| as a Lender | ||
| BY: Invesco Senior Secured Management, Inc. as | ||
| Collateral Manager | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: | Xxxxx Xxxx | |
| Title: | Authorized Individual | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Invesco
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Limerock CLO III, Ltd. | ||
| as a Lender | ||
| BY: Invesco Senior Secured Management, Inc. as | ||
| Collateral Manager | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: | Xxxxx Xxxx | |
| Title: | Authorized Individual | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Invesco
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Linde Pension Plan Trust | ||
| as a Lender | ||
| By: Invesco Senior Secured Management, Inc. as | ||
| Investment Manager | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: | Xxxxx Xxxx | |
| Title: | Authorized Individual | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Invesco
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Marea CLO, Ltd. | ||
| as a Lender | ||
| BY: Invesco Senior Secured Management, Inc. as | ||
| Collateral Manager | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: | Xxxxx Xxxx | |
| Title: | Authorized Individual | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Invesco
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Medtronic Holding Switzerland GMBH | ||
| as a Lender | ||
| By: Voya Investment Management Co. LLC, | ||
| as its investment manager | ||
| By: | /s/ Xxxx Xxxx | |
| Name: | Xxxx Xxxx | |
| Title: | Senior Vice President | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Voya Investment Management
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Mercer QIF Fund plc (in respect of Mercer Multi - Asset Credit Fund) as a Lender | ||
| By: | /s/ Xxxxx Xxxx-Xxx | |
| Name: Xxxxx Xxxx-Xxx | ||
| Title: Authorised Signatory | ||
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| National Union Fire Insurance Company of Pittsburgh, Pa. | ||
| as a Lender | ||
| By: Invesco Senior Secured Management, Inc. as Investment Manager | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: | Xxxxx Xxxx | |
| Title: | Authorized Individual | |
| If a second signature is necessary: | ||
| By: |
| |
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Invesco
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| NN (L) Flex - Senior Loans | ||
| as a Lender | ||
| BY: Voya Investment Management Co. LLC, as its investment manager | ||
| By: | /s/ Xxxx Xxxx | |
| Name: | Xxxx Xxxx | |
| Title: | Senior Vice President | |
| If a second signature is necessary: | ||
| By: |
| |
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Voya Investment Management
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| NN (L) Flex - Senior Loans Select | ||
| as a Lender | ||
| Voya Investment Management Co. LLC, as its investment manager | ||
| By: | /s/ Xxxx Xxxx | |
| Name: | Xxxx Xxxx | |
| Title: | Senior Vice President | |
| If a second signature is necessary: | ||
| By: |
| |
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Voya Investment Management
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Nomad CLO, Ltd. | ||
| as a Lender | ||
| BY: Invesco Senior Secured Management, Inc. as Collateral Manager | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: | Xxxxx Xxxx | |
| Title: | Authorized Individual | |
| If a second signature is necessary: | ||
| By: |
| |
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Invesco
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| North End CLO, Ltd | ||
| as a Lender | ||
| BY: Invesco Senior Secured Management, Inc. as Investment Manager | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: | Xxxxx Xxxx | |
| Title: | Authorized Individual | |
| If a second signature is necessary: | ||
| By: |
| |
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Invesco
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| OHA CREDIT PARTNERS IX, LTD. | ||
| as a Lender | ||
| By: Oak Hill Advisors, L.P. as Portfolio Manager | ||
| By: | /s/ Xxxxx August | |
| Name: | Xxxxx August | |
| Title: | Authorized Signatory | |
| If a second signature is necessary: | ||
| By: |
| |
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Oak Hill Advisors, L.P.
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| OHA CREDIT PARTNERS VI, LTD. | ||
| as a Lender | ||
| By: Oak Hill Advisors, L.P. As its portfolio manager | ||
| By: | /s/ Xxxxx August | |
| Name: | Xxxxx August | |
| Title: | Authorized Signatory | |
| If a second signature is necessary: | ||
| By: |
| |
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Oak Hill Advisors, L.P.
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| OHA CREDIT PARTNERS VII, LTD. | ||
| as a Lender | ||
| BY: Oak Hill Advisors, L.P., as Portfolio Manager | ||
| By: | /s/ Xxxxx August | |
| Name: | Xxxxx August | |
| Title: | Authorized Signatory | |
| If a second signature is necessary: | ||
| By: |
| |
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Oak Hill Advisors, L.P.
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| OHA CREDIT PARTNERS VIII, LTD. | ||
| as a Lender | ||
| By: Oak Hill Advisors, L.P. | ||
| as Warehouse Portfolio Manager | ||
| By: | /s/ Xxxxx August | |
| Name: | Xxxxx August | |
| Title: | Authorized Signatory | |
| If a second signature is necessary: | ||
| By: |
| |
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Oak Hill Advisors, L.P.
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| OHA CREDIT PARTNERS X, LTD. | ||
| as a Lender | ||
| By: Oak Hill Advisors, L.P. as Portfolio Manager | ||
| By: | /s/ Xxxxx August | |
| Name: | Xxxxx August | |
| Title: | Authorized Signatory | |
| If a second signature is necessary: | ||
| By: |
| |
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Oak Hill Advisors, L.P.
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| OHA Credit Partners XI, LTD. | ||
| as a Lender | ||
| By: Oak Hill Advisors, L.P. | ||
| As Warehouse Portfolio Manager | ||
| By: | /s/ Xxxxx August | |
| Name: | Xxxxx August | |
| Title: | Authorized Signatory | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Oak Hill Advisors, L.P.
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| OHA CREDIT PARTNERS XII, LTD. | ||
| as a Lender | ||
| By: Oak Hill Advisors, L.P. as Portfolio Manager | ||
| By: | /s/ Xxxxx August | |
| Name: | Xxxxx August | |
| Title: | Authorized Signatory | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Oak Hill Advisors, L.P.
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| OHA LOAN FUNDING 2012-1, LTD. | ||
| as a Lender | ||
| By: Oak Hill Advisors, L.P. | ||
| As Portfolio Manager | ||
| By: | /s/ Xxxxx August | |
| Name: | Xxxxx August | |
| Title: | Authorized Signatory | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Oak Hill Advisors, L.P.
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| OHA LOAN FUNDING 2013-1, LTD. | ||
| as a Lender | ||
| By: Oak Hill Advisors, L.P. as Portfolio Manager | ||
| By: | /s/ Xxxxx August | |
| Name: | Xxxxx August | |
| Title: | Authorized Signatory | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Oak Hill Advisors, L.P.
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| OHA LOAN FUNDING 2013-2, LTD. | ||
| as a Lender | ||
| By: Oak Hill Advisors, L.P. | ||
| As Portfolio Manager | ||
| By: | /s/ Xxxxx August | |
| Name: | Xxxxx August | |
| Title: | Authorized Signatory | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Oak Hill Advisors, L.P.
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| OHA LOAN FUNDING 2014-1, LLC | ||
| as a Lender | ||
| BY: Oak Hill Advisors, L.P. as Portfolio Manager | ||
| By: | /s/ Xxxxx August | |
| Name: | Xxxxx August | |
| Title: | Authorized Signatory | |
| If a second signature is necessary: | ||
| By: |
| |
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Oak Hill Advisors, L.P.
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| OHA LOAN FUNDING 2015-1 LTD. | ||
| as a Lender | ||
| BY: Oak Hill Advisors, L.P. as Portfolio Manager | ||
| By: | /s/ Xxxxx August | |
| Name: | Xxxxx August | |
| Title: | Authorized Signatory | |
| If a second signature is necessary: | ||
| By: |
| |
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Oak Hill Advisors, L.P.
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| OZLM Funding III, Ltd., | ||
| as a Lender | ||
| By: Och-Ziff Loan Management LP, its collateral manager | ||
| By: Och-Ziff Loan Management LLC, its general partner | ||
| By: | /s/ Xxxx Xxxxx | |
| Name: Xxxx Xxxxx | ||
| Title: Chief Financial Officer | ||
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| OZLM Funding IV, Ltd., | ||
| as a Lender | ||
| By: Och-Ziff Loan Management LP, its collateral manager | ||
| By: Och-Ziff Loan Management LLC, its general partner | ||
| By: | /s/ Xxxx Xxxxx | |
| Name: Xxxx Xxxxx | ||
| Title: Chief Financial Officer | ||
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| OZLM Funding V, Ltd., as a Lender | ||
| By: Och-Ziff Loan Management LP, its collateral manager | ||
| By: Och-Ziff Loan Management LLC, its general partner | ||
| By: | /s/ Xxxx Xxxxx | |
| Name: | Xxxx Xxxxx | |
| Title: | Chief Financial Officer | |
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| OZLM VI, Ltd., as a Lender | ||
| By: Och-Ziff Loan Management LP, its collateral manager | ||
| By: Och-Ziff Loan Management LLC, its general partner | ||
| By: | /s/ Xxxx Xxxxx | |
| Name: | Xxxx Xxxxx | |
| Title: | Chief Financial Officer | |
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| OZLM VII, Ltd., as a Lender | ||
| By: Och-Ziff Loan Management LP, its Collateral manager | ||
| By: Och-ziff Loan Management LLC, its general partner | ||
| By: | /s/ Xxxx Xxxxx | |
| Name: | Xxxx Xxxxx | |
| Title: | Chief Financial Officer | |
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| OZLM VIII, Ltd., as a Lender | ||
| By: Och-ziff Loan Management LP, its collateral manager | ||
| By: Och-Ziff Loan Management LLC, its general partner | ||
| By: | /s/ Xxxx Xxxxx | |
| Name: | Xxxx Xxxxx | |
| Title: | Chief Financial Officer | |
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| OZLM IX, Ltd., as a Lender | ||
| By: Och-Ziff Loan Management LP, its collateral manager | ||
| By: Och-Ziff Loan Management LLC, its general partner | ||
| By: | /s/ Xxxx Xxxxx | |
| Name: | Xxxx Xxxxx | |
| Title: | Chief Financial Officer | |
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| OZLM XI, Ltd., as a Lender | ||
| By: Och-Ziff Loan Management LP, its collateral manager By: Och-Ziff Loan Management LLC, its general partner | ||
| By: | /s/ Xxxx Xxxxx | |
| Name: | Xxxx Xxxxx | |
| Title: | Chief Financial Officer | |
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Schlumberger Group Trust | ||
| as a Lender | ||
| By: Voya Investment Management Co. LLC, | ||
| as its investment manager | ||
| By: | /s/ Xxxx Xxxx | |
| Name: | Xxxx Xxxx | |
| Title: | Senior Vice President | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Voya Investment Management
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Sentry Insurance a Mutual Company | ||
| as a Lender | ||
| BY: Invesco Senior Secured Management, Inc. as Sub-Advisor | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: | Xxxxx Xxxx | |
| Title: | Authorized Individual | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Invesco
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| BEAN CREEK CLO, LTD. | ||
| as a Lender | ||
| By: | /s/ Xxxxxxx Xxxxxxxx | |
| Name: Xxxxxxx Xxxxxxxx | ||
| Title: Authorized Xxxxxx | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any):
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| CEDAR CREEK CLO, LTD. | ||
| as a Lender | ||
| By: | /s/ Xxxxxxx Xxxxxxxx | |
| Name: Xxxxxxx Xxxxxxxx | ||
| Title: Authorized Xxxxxx | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any):
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| CLEAR CREEK CLO, LTD. | ||
| as a Lender | ||
| By: | /s/ Xxxxxxx Xxxxxxxx | |
| Name: Xxxxxxx Xxxxxxxx | ||
| Title: Authorized Xxxxxx | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any):
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| MILL CREEK CLO II, LTD. | ||
| as a Lender | ||
| By: | /s/ Xxxxxxx Xxxxxxxx | |
| Name: Xxxxxxx Xxxxxxxx | ||
| Title: Authorized Xxxxxx | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any):
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| SILVER CREEK CLO, LTD.
as a Lender | ||
| By: | /s/ Xxxxxxx Xxxxxxxx | |
| Name: Xxxxxxx Xxxxxxxx | ||
| Title: Authorized Xxxxxx | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any):
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| as a Lender, Bridgehampton National Bank | ||
| By: | /s/ Xxxx X. Xxxxx | |
| Name: Xxxx X. Xxxxx | ||
| Title: SVP | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any):
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| The City of New York Group Trust | ||
| as a Lender BY: Invesco Senior Secured Management, Inc. as Investment Manager | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: | Xxxxx Xxxx | |
| Title: | Authorized Individual | |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Invesco
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| The United States Life Insurance Company In the City of New York as a Lender By: Invesco Senior Secured Management, Inc. as Investment Manager | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: | Xxxxx Xxxx | |
| Title: | Authorized Individual | |
| If a second signature is necessary: | ||
| By: |
| |
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Invesco
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| The Variable Annuity Life Insurance Company | ||
| as a Lender By: Invesco Senior Secured Management, Inc. as Investment Manager | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: | Xxxxx Xxxx | |
| Title: | Authorized Individual | |
| If a second signature is necessary: | ||
| By: |
| |
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Invesco
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| THL Credit Wind River 2012-1 CLO Ltd. | ||
| as a Lender BY: THL Credit Senior Loan Strategies LLC, as Investment Manager | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: | Xxxxx X. Xxxxxxx | |
| Title: | Managing Direcotr/Co-Head | |
| If a second signature is necessary: | ||
| By: |
| |
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): THL Credit Senior Loan Strategies LLC
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| THL Credit Wind River 2013-2 CLO Ltd. | ||
| as a Lender By THL Credit Advisors LLC, as Investment Manager | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: | Xxxxx X. Xxxxxxx | |
| Title: | Managing Direcotr/Co-Head | |
| If a second signature is necessary: | ||
| By: |
| |
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): THL Credit Senior Loan Strategies LLC
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| THL Credit Wind River 2014-1 CLO Ltd. as a Lender By THL Credit Advisors LLC, as Investment Manager | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: | Xxxxx X. Xxxxxxx | |
| Title: | Managing Direcotr/Co-Head | |
| If a second signature is necessary: | ||
| By: |
| |
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): THL Credit Senior Loan Strategies LLC
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| THL Credit Wind River 2014-2 CLO Ltd. | ||
| as a Lender BY: THL Credit Senior Loan Strategies LLC, as Manager | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: | Xxxxx X. Xxxxxxx | |
| Title: | Managing Direcotr/Co-Head | |
| If a second signature is necessary: | ||
| By: |
| |
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): THL Credit Senior Loan Strategies LLC
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| UBS AG, Stamford Branch, as a Lender | ||
| By: | /s/ Xxxxxxx Xxxxx | |
| Name: Xxxxxxx Xxxxx | ||
| Title: Director | ||
| If a second signature is necessary: | ||
| By: | /s/ Xxxxxxx Xxxx | |
| Name: Xxxxxxx Xxxx | ||
| Title: Associate Director Banking Products Services, US | ||
Name of Fund Manager (if any):
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Upland CLO, Ltd. | ||
| as a Lender By: Invesco Senior Secured Management, Inc. as Collateral Manager | ||
| By: | /s/ Xxxx, Xxxxx | |
| Name: | Xxxx, Xxxxx | |
| Title: | Authorized Individual | |
| If a second signature is necessary: | ||
| By: |
| |
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Invesco
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| VENTURE XII CLO, Limited | ||
| as a Lender BY: its investment advisor MJX Asset Management LLC | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Managing Director | |
| If a second signature is necessary: | ||
| By: |
| |
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): MJX Asset Management
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| VENTURE XIV CLO, Limited | ||
| as a Lender By: its investment advisor MJX Asset Management LLC | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Managing Director | |
| If a second signature is necessary: | ||
| By: |
| |
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): MJX Asset Management
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| VENTURE XIX CLO, Limited | ||
| as a Lender By: its investment advisor MJX Asset Management LLC | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Managing Director | |
| If a second signature is necessary: | ||
| By: |
| |
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): MJX Asset Management
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| VENTURE XV CLO, Limited | ||
| as a Lender By: its investment advisor MJX Asset Management LLC | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Managing Director | |
| If a second signature is necessary: | ||
| By: |
| |
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): MJX Asset Management
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| VENTURE XVI CLO, Limited | ||
| as a Lender By: its investment advisor MJX Asset Management LLC | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Managing Director | |
| If a second signature is necessary: | ||
| By: |
| |
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): MJX Asset Management
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Venture XVII CLO Limited | ||
| as a Lender BY: its investment advisor, MJX Asset Management, LLC | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Managing Director | |
| If a second signature is necessary: | ||
| By: |
| |
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): MJX Asset Management
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Venture XVIII CLO, Limited | ||
| as a Lender By: its investment advisor MJX Asset Management LLC | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Managing Director | |
| If a second signature is necessary: | ||
| By: |
| |
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): MJX Asset Management
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| VENTURE XX CLO, Limited | ||
| as a Lender By: its investment advisor MJX Asset Management LLC | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Managing Director | |
| If a second signature is necessary: | ||
| By: |
| |
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): MJX Asset Management
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Voya CLO 2012-2, Ltd. | ||
| as a Lender BY: Voya Alternative Asset Management LLC, as its investment manager | ||
| By: | /s/ Xxxx Xxxx | |
| Name: | Xxxx Xxxx | |
| Title: | Senior Vice President | |
| If a second signature is necessary: | ||
| By: |
| |
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Voya Investment Management
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Voya CLO 2012-3, Ltd. | ||
| as a Lender BY: Voya Alternative Asset Management LLC, as its investment manager | ||
| By: | /s/ Xxxx Xxxx | |
| Name: | Xxxx Xxxx | |
| Title: | Senior Vice President | |
| If a second signature is necessary: | ||
| By: |
| |
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Voya Investment Management
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Voya CLO 2012-4, Ltd. | ||
| as a Lender BY: Voya Alternative Asset Management LLC, as its investment manager | ||
| By: | /s/ Xxxx Xxxx | |
| Name: | Xxxx Xxxx | |
| Title: | Senior Vice President | |
| If a second signature is necessary: | ||
| By: |
| |
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Voya Investment Management
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Voya CLO 2013-1, Ltd. | ||
| as a Lender BY: Voya Alternative Asset Management LLC, as its investment manager | ||
| By: | /s/ Xxxx Xxxx | |
| Name: | Xxxx Xxxx | |
| Title: | Senior Vice President | |
| If a second signature is necessary: | ||
| By: |
| |
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Voya Investment Management
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Voya CLO 2013-2, Ltd. | ||
| as a Lender BY: Voya Alternative Asset Management LLC, as its investment manager | ||
| By: | /s/ Xxxx Xxxx | |
| Name: | Xxxx Xxxx | |
| Title: | Senior Vice President | |
| If a second signature is necessary: | ||
| By: |
| |
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Voya Investment Management
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Voya CLO 2013-3, Ltd. | ||
| as a Lender BY: Voya Alternative Asset Management LLC, as its investment manager | ||
| By: | /s/ Xxxx Xxxx | |
| Name: | Xxxx Xxxx | |
| Title: | Senior Vice President | |
| If a second signature is necessary: | ||
| By: |
| |
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Voya Investment Management
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Voya CLO 2014-1, Ltd. | ||
| as a Lender BY: Voya Alternative Asset Management LLC, as its investment manager | ||
| By: | /s/ Xxxx Xxxx | |
| Name: | Xxxx Xxxx | |
| Title: | Senior Vice President | |
| If a second signature is necessary: | ||
| By: |
| |
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Voya Investment Management
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Voya CLO 2014-2, Ltd. | ||
| as a Lender BY: Voya Alternative Asset Management LLC, as its investment manager | ||
| By: | /s/ Xxxx Xxxx | |
| Name: | Xxxx Xxxx | |
| Title: | Senior Vice President | |
| If a second signature is necessary: | ||
| By: |
| |
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Voya Investment Management
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Voya CLO 2014-3, Ltd. | ||
| as a Lender BY: Voya Alternative Asset Management LLC, as its investment manager | ||
| By: |
/s/ Xxxx Xxxx | |
| Name: |
Xxxx Xxxx | |
| Title: |
Senior Vice President | |
| If a second signature is necessary: | ||
| By: |
| |
| Name: |
||
| Title: |
||
Name of Fund Manager (if any): Voya Investment Management
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Voya CLO 2014-4, Ltd. | ||
| as a Lender BY: Voya Alternative Asset Management LLC, as its investment manager | ||
| By: | /s/ Xxxx Xxxx | |
| Name: | Xxxx Xxxx | |
| Title: | Senior Vice President | |
| If a second signature is necessary: | ||
| By: |
| |
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Voya Investment Management
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Voya CLO 2015-1, Ltd. | ||
| as a Lender By: Voya Alternative Asset Management LLC, as its investment manager | ||
| By: | /s/ Xxxx Xxxx | |
| Name: | Xxxx Xxxx | |
| Title: | Senior Vice President | |
| If a second signature is necessary: | ||
| By: |
| |
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Voya Investment Management
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Voya CLO 2015-2, Ltd. | ||
| as a Lender By: Voya Alternative Asset Management LLC, as its investment manager | ||
| By: | /s/ Xxxx Xxxx | |
| Name: | Xxxx Xxxx | |
| Title: | Senior Vice President | |
| If a second signature is necessary: | ||
| By: |
| |
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Voya Investment Management
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Voya CLO 2015-3, Ltd. | ||
| as a Lender By: Voya Alternative Asset Management LLC, as its investment manager | ||
| By: | /s/ Xxxx Xxxx | |
| Name: | Xxxx Xxxx | |
| Title: | Senior Vice President | |
| If a second signature is necessary: | ||
| By: |
| |
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Voya Investment Management
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Voya CLO 2016-1, Ltd. | ||
| as a Lender By: Voya Alternative Asset Management LLC, as its investment manager | ||
| By: | /s/ Xxxx Xxxx | |
| Name: | Xxxx Xxxx | |
| Title: | Senior Vice President | |
| If a second signature is necessary: | ||
| By: |
| |
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Voya Investment Management
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Voya CLO 2016-2, Ltd. | ||
| as a Lender By: Voya Alternative Asset Management LLC, as its investment manager | ||
| By: | /s/ Xxxx Xxxx | |
| Name: | Xxxx Xxxx | |
| Title: | Senior Vice President | |
| If a second signature is necessary: | ||
| By: |
| |
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Voya Investment Management
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Voya Credit Opportunities Master Fund | ||
| as a Lender By: Voya Alternative Asset Management LLC, as its investment manager | ||
| By: | /s/ Xxxx Xxxx | |
| Name: | Xxxx Xxxx | |
| Title: | Senior Vice President | |
| If a second signature is necessary: | ||
| By: |
| |
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Voya Investment Management
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Voya Floating Rate Fund | ||
| as a Lender BY: Voya Investment Management Co. LLC, as its investment manager | ||
| By: | /s/ Xxxx Xxxx | |
| Name: | Xxxx Xxxx | |
| Title: | Senior Vice President | |
| If a second signature is necessary: | ||
| By: |
| |
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Voya Investment Management
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Vova Investment Trust Co. Plan for Common Trust Funds - Voya Senior Loan Common Trust Fund | ||
| as a Lender BY: Voya Investment Trust Co. as its trustee | ||
| By: | /s/ Xxxx Xxxx | |
| Name: | Xxxx Xxxx | |
| Title: | Senior Vice President | |
| If a second signature is necessary: | ||
| By: |
| |
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Voya Investment Management
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Vova Investment Trust Co. Plan for Employee Benefit Investment Funds - Voya Senior Loan Trust Fund | ||
| as a Lender BY: Voya Investment Trust Co. as its trustee | ||
| By: | /s/ Xxxx Xxxx | |
| Name: | Xxxx Xxxx | |
| Title: | Senior Vice President | |
| If a second signature is necessary: | ||
| By: |
| |
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Voya Investment Management
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Voya Prime Rate Trust | ||
| as a Lender BY: Voya Investment Management Co. LLC, as its investment manager | ||
| By: | /s/ Xxxx Xxxx | |
| Name: | Xxxx Xxxx | |
| Title: | Senior Vice President | |
| If a second signature is necessary: | ||
| By: |
| |
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Voya Investment Management
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Voya Senior Income Fund | ||
| as a Lender BY: Voya Investment Management Co. LLC, as its investment manager | ||
| By: | /s/ Xxxx Xxxx | |
| Name: | Xxxx Xxxx | |
| Title: | Senior Vice President | |
| If a second signature is necessary: | ||
| By: |
| |
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Voya Investment Management
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Term Loan Signature Page]
| Wasatch CLO Ltd | ||
| as a Lender BY: Invesco Senior Secured Management, Inc. as Portfolio Manager | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: | Xxxxx Xxxx | |
| Title: | Authorized Individual | |
| If a second signature is necessary: | ||
| By: |
| |
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Invesco
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
[First Lien Revolving Credit Lender Signature Page]
| Wintrust Bank, as a Lender | ||
| By: | /s/ Xxxxxxx X. Xxxxx | |
| Name: Xxxxxxx X. Xxxxx Title: Senior Vice President | ||
| If a second signature is necessary: | ||
| By: |
| |
| Name: Title: | ||
[Portillo’s – Signature Page to Amendment No. 1 to First Lien Credit Agreement]
