TWELFTH AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.1

Execution Version

TWELFTH AMENDMENT TO CREDIT AGREEMENT

This TWELFTH AMENDMENT TO CREDIT AGREEMENT, dated as of July 20, 2020 (this “Amendment”), is entered into by and among GLOBAL EAGLE ENTERTAINMENT INC., a Delaware corporation (the “Borrower”), the Guarantors identified on the signature pages hereto (the “Guarantors” and, together with the Borrower being collectively referred to as the “Loan Parties”), the Lenders party hereto and CITIBANK, N.A., as administrative agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”), and is made with reference to the Credit Agreement, dated as of January 6, 2017, as amended by the First Amendment and Limited Waiver to Credit Agreement, dated as of May 4, 2017, the Amendment to First Amendment and Limited Waiver to Credit Agreement and Second Amendment to Credit Agreement, dated as of June 29, 2017, the Third Amendment to Limited Waiver to Credit Agreement and Third Amendment to Credit Agreement, dated as of October 2, 2017, the Fourth Amendment to Limited Waiver to Credit Agreement and Fourth Amendment to Credit Agreement, dated as of October 31, 2017, the Fifth Amendment to Limited Waiver to Credit Agreement and Fifth Amendment to Credit Agreement, dated as of December 22, 2017, the Sixth Amendment to Credit Agreement, dated as of March 8, 2018, the Omnibus Incremental Term Loan and Seventh Amendment to Credit Agreement and Amendment to Security Agreement, dated as of July 19, 2019, the Eighth Amendment to Credit Agreement, dated as of April 7, 2020, the Ninth Amendment to Credit Agreement, dated as of April 9, 2020, the Tenth Amendment to Credit Agreement, dated as of April 15, 2020 (the “Tenth Amendment”), and the Eleventh Amendment to Credit Agreement, dated as of July 9, 2020 (as so amended, the “Credit Agreement”), among the Borrower, the Guarantors party thereto, the lenders and letter of credit issuers party thereto and the Administrative Agent.    

W I T N E S S E T H:

WHEREAS, pursuant to Section 6(c) of the Tenth Amendment, the Borrower agreed to a supplemental covenant to the Credit Agreement to maintain at all times an aggregate amount of unused Revolving Credit Commitments plus the aggregate amount of unrestricted cash and Cash Equivalents of the Borrower and its Subsidiaries of not less than $17,500,000 (the “Minimum Liquidity Covenant”);

WHEREAS, the Borrower has requested that the Lenders amend the Minimum Liquidity Covenant as provided for herein; and

WHEREAS, on the terms and subject to the conditions set forth herein, in accordance with Section 10.01 of the Credit Agreement, the undersigned Lenders (constituting at least Required Lenders) agree to amend the Minimum Liquidity Covenant as set forth herein.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

SECTION 1. Definitions. Each capitalized term used and not otherwise defined in this Amendment shall have the meaning assigned to such term in the Credit Agreement.

SECTION 2. Amendment to the Minimum Liquidity Covenant. Upon the occurrence of the Effective Date (as defined in Section 3 hereof), the Minimum Liquidity Covenant is

hereby amended by inserting the following proviso at the end thereof “; provided that the foregoing requirement shall not apply for the period commencing July 20, 2020 and ending August 1, 2020”.

SECTION 3. Conditions to Amendment. This Amendment shall become effective on the date of this Amendment (the “Effective Date”) immediately upon (a) receipt by the Administrative Agent of a counterpart signature page of this Amendment, duly executed and delivered by the Borrower, each other Loan Party and Lenders constituting Required Lenders, (b) payment of all accrued and unpaid out-of-pocket fees and expenses incurred by Xxxxxx, Xxxx & Xxxxxxxx LLP and Rothschild & Co., in each case on behalf of an ad hoc group of consenting Lenders, in each case to the extent invoices therefor have been presented to the Borrower at least two Business Days prior to the Effective Date, and (c) payment of all accrued and unpaid out-of-pocket fees and expenses incurred by Weil, Gotshal & Xxxxxx LLP on behalf of the Administrative Agent, to the extent an invoice therefor have been presented to the Borrower at least two Business Days prior to the Effective Date.

SECTION 4. Representations and Warranties. Each Loan Party party hereto hereby represents and warrants to the Administrative Agent and each Lender (in each case solely with respect to itself), in each case as of the Effective Date, that:

(a) Such Loan Party has the requisite power and authority, and the legal right, to enter into this Amendment. Such Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of this Amendment. This Amendment constitutes a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

(b) The representations and warranties made by such Loan Party pursuant to Article 5 of the Credit Agreement are true and correct in all material respects on and as of the Effective Date, after giving effect to this Amendment, as if made on and as of such date except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date; provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects on such respective dates.

(c) Immediately after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing on and as of the Effective Date or will result from the consummation of the transactions contemplated by this Amendment.

SECTION 5. Entire Agreement. This Amendment, the Tenth Amendment, 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.

SECTION 6. GOVERNING LAW. THIS AMENDMENT, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT, AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN

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CONTRACT OR TORT OR OTHERWISE) BASED UPON OR ARISING OUT OF THIS AMENDMENT OR THE CREDIT AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

SECTION 7. Consent to Jurisdiction; Waiver of Jury Trial. The jurisdiction and waiver of jury trial provisions set forth in Sections 10.15 and 10.16 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis.

SECTION 8. Consent to Service of Process. Each party to this Amendment irrevocably consents to the service of process in the manner provided for notices in Section 10.02 of the Credit Agreement. Nothing in any Loan Document will affect the right of any party to this Amendment to serve process in any other manner permitted by law.

SECTION 9. Severability. Any term or provision of this Amendment which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Amendment or affecting the validity or enforceability of any of the terms or provisions of this Amendment in any other jurisdiction. If any provision of this Amendment is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as would be enforceable.

SECTION 10. Loan Document. This Amendment constitutes a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

SECTION 11. Reaffirmation. Each of the undersigned Loan Parties (a) acknowledges all of its obligations, undertakings and liabilities under the Credit Agreement and the other Loan Documents to which it is a party in each case as amended hereby or in connection herewith and such obligations, undertakings and liabilities (as so amended hereby), where applicable, are hereby reaffirmed and remain in full force and effect on a continuous basis, (b) agrees that its grant of security interests pursuant to the Security Agreement is reaffirmed and remains in full force and effect after giving effect to this Amendment and secures all Secured Obligations (as in effect after giving effect hereto) and (c) acknowledges and agrees that the Secured Obligations, the Obligations and the Guaranteed Obligations include, among other things and without limitation, the New Incremental Term Loans, Revolving Credit Commitments and Revolving Credit Loans, the Term Loans and other Loans.

SECTION 12. Counterparts. This Amendment may be executed by the parties hereto in any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by fax, email or other electronic transmission (including in .pdf or .tif format) shall be effective as delivery of a manually executed counterpart of this Amendment.

SECTION 13. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

SECTION 14. Effect of this Amendment. Except as expressly set forth in this Amendment, (a) this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Administrative

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Agent, in each case under the Credit Agreement or any other Loan Document, and (b) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document. Except as expressly set forth in this Amendment, each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement and the other Loan Documents is hereby ratified and reaffirmed in all respects and shall continue in full force and effect. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided in this Amendment, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, or constitute a waiver of any provision of any of the Loan Documents. This Amendment shall not extinguish the obligations for the payment of money outstanding under the Credit Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement, which shall remain in full force and effect, except to any extent amended or modified by this Amendment. Nothing implied in this Amendment shall be construed as a release or other discharge of any of the Loan Parties from the Loan Documents. From and after the Effective Date, all references to the Credit Agreement in any Loan Document and all references in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement shall, unless expressly provided otherwise, be deemed to refer to the Credit Agreement as amended by this Amendment. Each of the Loan Parties hereby consents to this Amendment and confirms that all obligations of such Loan Party under the Loan Documents to which such Loan Party is a party shall continue to apply to the Credit Agreement as amended by this Amendment.

SECTION 15. Successors and Assigns. This Amendment shall inure to the benefit of and be binding upon each of the parties hereto, each Lender and the successors and permitted assigns of each of the parties hereto and each Lender.

[Signature Pages Follow]

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

BORROWER:
GLOBAL EAGLE ENTERTAINMENT INC.
By:		/s/ Xxxxxxxxx Xxxxxx
Name:		Xxxxxxxxx Xxxxxx
Title:		Chief Financial Officer
GUARANTORS:
GLOBAL EAGLE SERVICES, LLC
AIRLINE MEDIA PRODUCTIONS, INC.
ENTERTAINMENT IN MOTION, INC.
GLOBAL EAGLE ENTERTAINMENT
OPERATIONS SOLUTIONS, INC.
INFLIGHT PRODUCTIONS USA INC.
POST MODERN EDIT, INC.
THE LAB AERO, INC.
ROW 44, INC.
N44HQ, LLC
EMERGING MARKETS COMMUNICATIONS, LLC
MARITIME TELECOMMUNICATIONS NETWORK, INC.
MTN INTERNATIONAL, INC.
MTN GOVERNMENT SERVICES, INC.
MTN LICENSE CORP.
GLOBAL EAGLE TELECOM LICENSING SUBSIDIARY LLC
IFE SERVICES (USA), INC.
By:		/s/ Xxxxxxxxx Xxxxxx
Name:		Xxxxxxxxx Xxxxxx
Title:		Chief Financial Officer

[Signature Page to Twelfth Amendment to Credit Agreement]

CITIBANK, N.A., as Administrative Agent
By:		/s/ Xxxxxxx X. Xxxxx
Name:		Xxxxxxx X. Xxxxx
Title:		Vice President

[Signature Page to Twelfth Amendment to Credit Agreement]

		American Beacon Sound Point Floating Rate Income Fund, a series of American Beacon Funds, as Lender
		Privilege Underwriters Reciprocal Exchange, as Lender
		PURE Insurance Company, as Lender
		Sound Point CLO III-R, Ltd., as Lender
		Sound Point CLO IV-R, Ltd., as Lender
		Sound Point CLO IX, Ltd., as Lender
		Sound Point CLO VIII-R, Ltd., as Lender
		Sound Point CLO VII-R, Ltd., as Lender
		Sound Point CLO VI-R, Ltd., as Lender
		Sound Point CLO V-R, Ltd., as Lender
		Sound Point CLO X, Ltd., as Lender
		Sound Point CLO XI, Ltd., as Lender
		Sound Point CLO XII, Ltd., as Lender
		Sound Point CLO XIV, Ltd., as Lender
		Sound Point CLO XV, Ltd., as Lender
		Sound Point CLO XXIV, Ltd., as Lender
		Sound Point Senior Floating Rate Master Fund, L.P., as Lender
		Sound Point Distressed Loan Opportunity Master Fund I, L.P., as Lender
By:		/s/ Xxxxx Xxxxxxx
Name:		Xxxxx Xxxxxxx
Title:		Chief Financial Officer

[Signature Page to Twelfth Amendment to Credit Agreement]

BlackRock Credit Alpha Master Fund L.P.

By: BlackRock Financial Management Inc., in its capacity as investment advisor, as Lender

By: /s/ Xxxxx Xxxxxxxx

Name:		Xxxxx Xxxxxxxx
Title:		Authorized Signatory
HC NCBR FUND
By: BlackRock Financial Management, Inc., in its capacity as investment advisor, as Lender

By: /s/ Xxxxx Xxxxxxxx

Name:		Xxxxx Xxxxxxxx
Title:		Authorized Signatory
The Obsidian Master Fund
By: BlackRock Financial Management, Inc., its Investment Advisor, as Lender

By: /s/ Xxxxx Xxxxxxxx

Name:		Xxxxx Xxxxxxxx
Title:		Authorized Signatory

[Signature Page to Twelfth Amendment to Credit Agreement]

ALM 2020, LTD.

By: Apollo Credit Management (CLO), LLC, its collateral manager

By: /s/ Xxxxxx X. Xxxxx

Name:		Xxxxxx X. Xxxxx
Title:		Vice President
ALM VII (R), LTD.
By: Apollo Credit Management (CLO), LLC, its collateral manager

By: /s/ Xxxxxx X. Xxxxx

Name:		Xxxxxx X. Xxxxx
Title:		Vice President
ALM VII (R)-2, LTD.
By: Apollo Credit Management (CLO), LLC, its collateral manager

By: /s/ Xxxxxx X. Xxxxx

Name:		Xxxxxx X. Xxxxx
Title:		Vice President
ALM VII, LTD.
By: Apollo Credit Management (CLO), LLC, its collateral manager

By: /s/ Xxxxxx X. Xxxxx

Name:		Xxxxxx X. Xxxxx
Title:		Vice President
ALM XIX, LTD.
By: Apollo Credit Management (CLO), LLC, its collateral manager

By: /s/ Xxxxxx X. Xxxxx

Name:		Xxxxxx X. Xxxxx
Title:		Vice President

[Signature Page to Twelfth Amendment to Credit Agreement]

ALM XVI, LTD.

By: Apollo Credit Management (CLO), LLC, its collateral manager

By: /s/ Xxxxxx X. Xxxxx

Name:		Xxxxxx X. Xxxxx
Title:		Vice President
ALM XVII, LTD.
By: Apollo Credit Management (CLO), LLC, its collateral manager

By: /s/ Xxxxxx X. Xxxxx

Name:		Xxxxxx X. Xxxxx
Title:		Vice President
ALM XVIII, LTD.
By: Apollo Credit Management (CLO), LLC, its collateral manager

By: /s/ Xxxxxx X. Xxxxx

Name:		Xxxxxx X. Xxxxx
Title:		Vice President
AP KENT CREDIT MASTER FUND, L.P.
By: AP Kent Management, LLC, its investment manager

By: /s/ Xxxxxx X. Xxxxx

Name:		Xxxxxx X. Xxxxx
Title:		Vice President
APOLLO CREDIT FUNDING III LTD.
By: Apollo ST Fund Management LLC, its investment manager

By: /s/ Xxxxxx X. Xxxxx

Name:		Xxxxxx X. Xxxxx
Title:		Vice President

[Signature Page to Twelfth Amendment to Credit Agreement]

APOLLO CREDIT FUNDING IV LTD.

By: Apollo ST Fund Management LLC, its investment manager

By: /s/ Xxxxxx X. Xxxxx

Name:		Xxxxxx X. Xxxxx
Title:		Vice President
APOLLO CREDIT MASTER FUND LTD.
By: Apollo ST Fund Management LLC, its investment manager

By: /s/ Xxxxxx X. Xxxxx

Name:		Xxxxxx X. Xxxxx
Title:		Vice President
APOLLO SENIOR FLOATING RATE FUND INC.
By: Apollo Credit Management, LLC, its investment manager

By: /s/ Xxxxxx X. Xxxxx

Name:		Xxxxxx X. Xxxxx
Title:		Vice President
APOLLO TACTICAL INCOME FUND INC.
By: Apollo Credit Management, LLC, its investment adviser

By: /s/ Xxxxxx X. Xxxxx

Name:		Xxxxxx X. Xxxxx
Title:		Vice President

[Signature Page to Twelfth Amendment to Credit Agreement]

APOLLO TR US BROADLY SYNDICATED LOAN LLC

By: Apollo Total Return Management, LLC, its investment manager

By: Apollo Total Return Enhanced Management, LLC, its investment manager

By: /s/ Xxxxxx X. Xxxxx

Name:		Xxxxxx X. Xxxxx
Title:		Vice President
CADBURY MONDELEZ PENSION TRUST LIMITED
By: Apollo TRF CM Management LLC, its investment manager

By: /s/ Xxxxxx X. Xxxxx

Name:		Xxxxxx X. Xxxxx
Title:		Vice President
HSBC DIVERSIFIED LOAN FUND - SYNDICATED LOAN A S.A.R.L.
By: Apollo Management International, LLP, its portfolio manager
By: AMI Holdings, LLC, its member

By: /s/ Xxxxxx X. Xxxxx

Name:		Xxxxxx X. Xxxxx
Title:		Vice President
MERCER MULTI-ASSET CREDIT FUND
By: Apollo Management International, LLP, its investment manager
By: AMI (Holdings), LLC, its member

By: /s/ Xxxxxx X. Xxxxx

Name:		Xxxxxx X. Xxxxx
Title:		Vice President

[Signature Page to Twelfth Amendment to Credit Agreement]

MPI (LONDON) LIMITED

By: Apollo TRF MP Management LLC, its investment manager

By: /s/ Xxxxxx X. Xxxxx

Name:		Xxxxxx X. Xxxxx
Title:		Vice President
XX 0 LTD
By: Xxxxxxx Ridge Asset Management LLC, Management Series 2
By: Xxxxxxx Ridge Holdings, LP, its sole member, its collateral manager
By: Xxxxxxx Ridge Advisors LLC, its general partner

By: /s/ Xxxxxx X. Xxxxx

Name:		Xxxxxx X. Xxxxx
Title:		Vice President
XX 0 LTD
By: Xxxxxxx Ridge Asset Management LLC, its collateral manager

By: /s/ Xxxxxx X. Xxxxx

Name:		Xxxxxx X. Xxxxx
Title:		Chief Legal Officer
XX 0 LTD
By: Xxxxxxx Ridge Asset Management LLC, its collateral manager

By: /s/ Xxxxxx X. Xxxxx

Name:		Xxxxxx X. Xxxxx
Title:		Chief Legal Officer

[Signature Page to Twelfth Amendment to Credit Agreement]

XX 0 LTD

By: Xxxxxxx Ridge Asset Management LLC, its collateral manager

By: /s/ Xxxxxx X. Xxxxx

Name:		Xxxxxx X. Xxxxx
Title:		Chief Legal Officer
SCHLUMBERGER UK COMMON INVESTMENT FUND
By: Apollo Management International, LLP, its investment manager
By: AMI Holdings, LLC, its member

By: /s/ Xxxxxx X. Xxxxx

Name:		Xxxxxx X. Xxxxx
Title:		Vice President

[Signature Page to Twelfth Amendment to Credit Agreement]

ALM V LTD, as Lender
By: Apollo Credit Management (CLO), LLC, its collateral manager
By:		/s/ Xxxxxx X. Xxxxx
Name:		Xxxxxx X. Xxxxx
Title:		Vice President
ALM VI LTD, as Lender
By: Apollo Credit Management (CLO), LLC, its collateral manager
By:		/s/ Xxxxxx X. Xxxxx
Name:		Xxxxxx X. Xxxxx
Title:		Vice President
ALM VIII LTD, as Lender
By: Apollo Credit Management (CLO), LLC, its collateral manager
By:		/s/ Xxxxxx X. Xxxxx
Name:		Xxxxxx X. Xxxxx
Title:		Vice President
ALM XII LTD, as Lender
By: Apollo Credit Management (CLO), LLC, its collateral manager
By:		/s/ Xxxxxx X. Xxxxx
Name:		Xxxxxx X. Xxxxx
Title:		Vice President

[Signature Page to Twelfth Amendment to Credit Agreement]

Carlyle Investment Management LLC

Signed for and on behalf of:

Carlyle Global Market Strategies CLO 2012-3, Ltd.

Carlyle Global Market Strategies CLO 2012-4, Ltd.

Carlyle Global Market Strategies CLO 2013-1, Ltd.

Carlyle Global Market Strategies CLO 2013-2, Ltd.

Carlyle Global Market Strategies CLO 2013-3, Ltd.

Carlyle Global Market Strategies CLO 2013-4, Ltd.

Carlyle Global Market Strategies CLO 2014-1, Ltd.

Carlyle Global Market Strategies CLO 2014-5, Ltd.

Carlyle Global Market Strategies CLO 2015-1, Ltd.

Carlyle Global Market Strategies CLO 2015-2, Ltd.

Carlyle Global Market Strategies CLO 2015-3, Ltd.

Carlyle Global Market Strategies CLO 2015-4, Ltd.

Carlyle Global Market Strategies CLO 2015-5, Ltd.

Carlyle Global Market Strategies CLO 2016-1, Ltd.

Carlyle Global Market Strategies CLO 2016-2, Ltd.

Carlyle Global Market Strategies CLO 2016-3, Ltd.

Carlyle US CLO 2016-4, Ltd.

Carlyle US CLO 2017-1, Ltd.

Carlyle US CLO 2017-2, Ltd.

Carlyle US CLO 2017-3, Ltd.

Carlyle US CLO 2017-4, Ltd.

Carlyle US CLO 2017-5, Ltd.

Carlyle Global Market Strategies CLO 2014-2-R, Ltd.

Carlyle Global Market Strategies CLO 2014-3-R, Ltd.

Carlyle Global Market Strategies CLO 2014-4R, Ltd.

Carlyle US CLO 2019-2, Ltd.

, as Lender

By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Managing Director

[Signature Page to Twelfth Amendment to Credit Agreement]

Xxxxxx Xxxx Capital Management, LP

By:		/s/ Xxx Xxxxxxxx
Name:		Xxx Xxxxxxxx
Title:		Authorized Signatory
Notices:		000 Xxxxx Xxxxxx
		Xxxxxxxx, XX 00000

[Signature Page to Twelfth Amendment to Credit Agreement]

Xxxxxxx Capital Management, L.P., as investment

manager to investment funds and managed

accounts, as Lenders

By:		/s/ Xxxx X’Xxxxxxxxx
Name:		Xxxx X’Xxxxxxxxx
Title:		Corporate Secretary

[Signature Page to Twelfth Amendment to Credit Agreement]

Xxxxx Xxxxx Senior

Floating-Rate Trust

By: Xxxxx Xxxxx Management

as Investment Advisor

Xxxxx Xxxxx Floating-Rate

Income Trust

By: Xxxxx Xxxxx Management

as Investment Advisor

Xxxxx Xxxxx International (Cayman Islands)

Floating-Rate Income Portfolio

By: Xxxxx Xxxxx Management as Investment

Advisor

Xxxxx Xxxxx Senior

Income Trust

By: Xxxxx Xxxxx Management

as Investment Advisor

Xxxxx Xxxxx Short Duration Diversified Income

Fund

By: Xxxxx Xxxxx Management as Investment

Advisor

Xxxxx Xxxxx Institutional Senior Loan Fund

By: Xxxxx Xxxxx Management as Investment

Advisor

Xxxxx Xxxxx Limited Duration Income Fund

By: Xxxxx Xxxxx Management

as Investment Advisor

Xxxxx Xxxxx Floating Rate Portfolio

By: Boston Management and Research

as Investment Advisor

Senior Debt Portfolio

By: Boston Management and Research

as Investment Advisor

[Signature Page to Twelfth Amendment to Credit Agreement]

Xxxxx Xxxxx VT

Floating-Rate Income Fund

By: Xxxxx Xxxxx Management

as Investment Advisor

, as Lender

By:		/s/ Xxxxxxx X. Xxxxxxx
Name:		Xxxxxxx X. Xxxxxxx
Title:		Vice President

[Signature Page to Twelfth Amendment to Credit Agreement]

		Xxxxxx Foundation Hospitals, as
		Lender
		Kaiser Permanente Group Trust, as
		Lender
Sound Point Capital Management, LP, on
behalf of Lenders
By:		/s/ Xxxxx Xxxxxxx
Name:		Xxxxx Xxxxxxx
Title:		Chief Financial Officer

[Signature Page to Twelfth Amendment to Credit Agreement]