SECOND AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.1

Execution Version

SECOND AMENDMENT TO CREDIT AGREEMENT

This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”) is dated as of March 6, 2015 and is entered into by and among POST HOLDINGS, INC., a Missouri corporation (the “Borrower”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (in such capacity, the “Administrative Agent”), acting with the written consent of the Required Lenders, the Required Lenders and the Guarantors. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement (as defined below) after giving effect to this Second Amendment.

RECITALS

WHEREAS, (i) the Borrower, the Lenders party thereto and the Administrative Agent have entered into that certain Credit Agreement, dated as of January 29, 2014 (as amended by that certain First Amendment to Credit Agreement, dated as of May 1, 2014, by and among the Borrower, the Lenders party thereto and the Administrative Agent, and as otherwise amended, supplemented, or modified prior to the date hereof, the “Credit Agreement”), and (ii) the Borrower, certain of its Subsidiaries and the Administrative Agent have entered into that certain Guarantee and Collateral Agreement, dated as of January 29, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Collateral Agreement” and together with the Credit Agreement, the “Agreements”);

WHEREAS, the Borrower has requested certain amendments to the Agreements; and

WHEREAS, the Lenders party hereto and the Administrative Agent are willing to agree to the amendments requested by the Borrower, on the terms and conditions set forth in this Second Amendment.

NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein, the Borrower, the Guarantors party hereto, the Lenders party hereto and the Administrative Agent hereby agree as follows:

SECTION I.    AMENDMENTS

1.1 Amendments to the Credit Agreement and the Collateral Agreement Effective on Second Amendment Effective Date. Subject to the satisfaction of the conditions set forth in Section II of this Second Amendment, on the Second Amendment Effective Date (as defined below) the Credit Agreement and the Collateral Agreement will be amended as follows:

A. Amendments to Article I of the Credit Agreement.

(a)    The following defined terms will be added to Section 1.01 of the Credit Agreement in the proper alphabetical order:

“Escrow Subsidiary” means a wholly-owned Subsidiary (i) created by the Borrower or any Subsidiary for the sole purpose of issuing debt securities the net proceeds of which must be deposited into a secured escrow account of such Subsidiary pending consummation of a Permitted Acquisition and which debt securities must be redeemed if such Permitted Acquisition is not consummated, (ii) engaged in no activities other than those incidental to the issuance of such debt securities, (iii) owning no assets other than amounts that have been deposited into such secured escrow account and (iv) which has been designated as an Escrow Subsidiary by the Borrower’s Board of Directors as evidenced by a filing with the Administrative Agent of (1) a board resolution of the Borrower giving effect to such designation and (2) an officers’ certificate certifying that such designation, and the transactions in which such Subsidiary will engage (including the terms of the debt securities issued by such Subsidiary), comply with the requirements of this definition; provided that if at any time (x) such Subsidiary ceases to comply with the requirements of this definition or (y) the debt securities become guaranteed by (or secured by assets of) any Person other than such Subsidiary, such designated Subsidiary shall no longer constitute an Escrow Subsidiary under this Agreement.

“LCA Election” means the Borrower’s election to treat a specified Investment (including a Permitted Acquisition) as a Limited Condition Acquisition by giving written notice of such election to the Administrative Agent at any time prior to the closing of such Limited Condition Acquisition.

“LCA Test Date” has the meaning specified in Section 1.09(c).

“Limited Condition Acquisition” means any Permitted Acquisition or other Investment, by the Borrower or one or more of its Subsidiaries whose consummation is not, by the terms of the applicable purchase, sale, joint venture, merger or any other definitive agreement with respect to such Permitted Acquisition or other Investment, conditioned on the availability of, or on obtaining, third party financing.

“MOM Brands Acquisition” means the acquisition by MOM Brands Merger Sub of all of the Equity Interests in the MOM Brands Business pursuant to the MOM Brands Acquisition Agreement and the subsequent merger (on the MOM Brands Acquisition Closing Date) of MOM Brands Merger Sub with and into the Mom Brands Business, with the MOM Brands Business surviving as a wholly-owned Subsidiary of the Borrower.

“MOM Brands Acquisition Agreement” means that certain Agreement and Plan of Merger, dated as of January 25, 2015, by and among the Borrower, MOM Brands Merger Sub, the MOM Brands Business and Shareholder Representative Services LLC, solely in its capacity as Sellers’ Representative (as defined therein), as amended from time to time with the Administrative Agent’s prior written consent, not to be unreasonably conditioned, withheld or delayed.

“MOM Brands Acquisition Closing Date” means the date the MOM Brands Acquisition is consummated and the MOM Brands Acquisition Incremental Term Loans are funded.

“MOM Brands Acquisition Incremental Term Loans” means those certain Incremental Term Loans to be funded concurrently with the consummation of the MOM Brands Acquisition, the proceeds of which will be used to finance (in part) the MOM Brands Acquisition (including the repayment of certain existing Indebtedness of the MOM Brands Business) and the payment of fees and expenses in connection with the MOM Brands Acquisition.

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“MOM Brands Acquisition Notes” means any debt securities issued by the Borrower after the Second Amendment Effective Date and on or prior to the MOM Brands Acquisition Closing Date.

“MOM Brands Business” means MOM Brands Company, a Minnesota corporation.

“MOM Brands Merger Sub” means Acquisition Sub, Inc., a Minnesota corporation and a wholly-owned Subsidiary of the Borrower.

“Second Amendment” means that certain Second Amendment to Credit Agreement, dated as of March 6, 2015, by and among the Borrower, the Guarantors party thereto, the Lenders party thereto and the Administrative Agent

“Second Amendment Effective Date” means the date on which the conditions precedent set forth in Section II of the Second Amendment are satisfied, which date is March 6, 2015.

(b)    The defined term “Consolidated EBITDA” as set forth in Section 1.01 of the Credit Agreement will be amended as follows:

(i)    clause (h)(iii) thereof will be amended and restated in its entirety to read as follows:

“(iii) (A) all prepayment premiums, make-whole payments, and similar payments relating to Indebtedness of the Acquired Business, the MOM Brands Business or their respective Subsidiaries which are being prepaid in connection with the Pending Acquisition or the MOM Brands Acquisition, respectively, and (B) all fees, costs and expenses incurred by the Borrower or its Subsidiaries in connection with the Second Amendment and the MOM Brands Acquisition Notes, plus”;

(ii)    clause (j) thereof will be amended by inserting the words “(other than, for the avoidance of doubt, the MOM Brands Acquisition)” immediately following the words “Permitted Acquisitions” in the proviso thereto;

(iii)    clause (k) thereof will be amended and restated in its entirety to read as follows:

“(k) restructuring charges or reserves with respect to (i) the previously announced closure of the Modesto, California facility, (ii) the Spin-Off and (iii) the MOM Brands Acquisition not to exceed $50,000,000 in the aggregate for any Measurement Period for this clause (iii) (and, for the avoidance of doubt, cost savings, operating expense reductions, other operating improvements and acquisition synergies are not subject to such limit); plus”; and

(iv)    clause (l) thereof will be amended by inserting the words “(other than the MOM Brands Acquisition)” immediately following the words “Permitted Acquisitions” in the proviso thereto.

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(c)    The defined term “Consolidated Interest Coverage Ratio” as set forth in Section 1.01 of the Credit Agreement will be amended by deleting clause (x) of the proviso at the end of clause (b) thereof in its entirety and replacing it with the following:

“(x) all prepayment premiums, make-whole payments, and similar payments relating to Indebtedness of the Acquired Business, the MOM Brands Business or their respective Subsidiaries which are being prepaid in connection with the Pending Acquisition or the MOM Brands Acquisition, respectively”.

(d)    The defined term “Excluded Subsidiary” as set forth in Section 1.01 of the Credit Agreement will be amended by (i) deleting the “or” at the end of clause (d) thereof and replacing it with “,” and (ii) inserting the following text at the end of clause (e) “or (f) any Escrow Subsidiary”.

(e)    The defined term “Permitted Acquisition” as set forth in Section 1.01 of the Credit Agreement will be amended as follows:

(i)    by inserting the words “or the MOM Brands Acquisition” immediately following the words “Pending Acquisition” in the proviso at the end of each of clauses (a), (d), (e) and (f) thereof; and

(ii)    clause (g) thereof will be amended and restated in its entirety to read as follows:

“(g)    no Default or Event of Default under Sections 8.01(f) or 8.01(g) shall have occurred and be continuing as of the closing date of the proposed acquisition.”.

(f)    The defined term “Specified Transactions” as set forth in Section 1.01 of the Credit Agreement will be amended by inserting the words “the MOM Brands Acquisition,” immediately following the word “means”.

(g)    Section 1.09 of the Credit Agreement will be amended as follows:

(i)    clause (b)(ii) thereof will be deleted in its entirety and replaced with the following:

“(ii) in the event that any Permitted Acquisitions or other permitted Investments are made subsequent to the last day of the applicable Measurement Period for which such pro forma ratio is being calculated but on or prior to the Ratio Calculation Date, then Consolidated EBITDA shall be (x) increased by an amount equal to the Consolidated EBITDA attributable to the property or Investment that is the subject of such Permitted Acquisition or other permitted Investment, in each case assuming such Permitted Acquisition or other permitted Investment had been made on the first day of the applicable Measurement Period and (y) otherwise calculated as set forth in the third paragraph of the definition of “Consolidated EBITDA” on a Pro Forma Basis;”; and

(ii)    a new clause (c) will be inserted immediately after clause (b) thereof that reads in its entirety as follows:

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“(c) Notwithstanding anything to the contrary in this Agreement, solely for the purpose of (A) measuring the relevant financial ratios and basket availability or pro forma compliance with any covenant with respect to the incurrence of any Indebtedness (including any Incremental Term Loans, Incremental Revolving Loans, Incremental Term Loan Commitments or Incremental Revolving Credit Commitments) or Liens or the making of any Investments (including the determination of whether an acquisition is a Permitted Acquisition) or Dispositions or (B) determining compliance with representations and warranties or (other than for purposes of Section 2.14(d)(i)) the occurrence of any Default or Event of Default, in each case, in connection with a Limited Condition Acquisition (other than the MOM Brands Acquisition), if the Borrower has made an LCA Election with respect to such Limited Condition Acquisition, the date of determination of whether any such action is permitted hereunder shall be deemed to be the date on which the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if, after giving effect on a Pro Forma Basis to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recently completed Measurement Period ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such financial ratio or basket, such financial ratio or basket shall be deemed to have been complied with. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any financial ratio under Section 7.11 on or following the relevant LCA Test Date and prior to the earlier of (x) the date on which such Limited Condition Acquisition is consummated or (y) the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such financial ratio shall be calculated (and tested) on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated.”.

B. Amendments to Article II of the Credit Agreement.

(a)    Section 2.14(a) of the Credit Agreement will be deleted in its entirety and replaced with the following:

“(a) The Borrower may by written notice to the Administrative Agent elect to increase the existing Revolving Credit Commitments (any such increase, the “Incremental Revolving Credit Commitments”) and/or incur one or more new term loan commitments (the “Incremental Term Loan Commitments”), by an amount (1) not to exceed (A) in the case of the Incremental Term Loan Commitments in respect of the Pending Acquisition Incremental Term Loans, (x) $1,425,000,000 minus (y) the gross proceeds of any Pending Acquisition Securities and/or Pending Acquisition Bridge Loans in an aggregate amount in excess of $340,000,000, (B) in the case of any Incremental Revolving Credit Commitments that become effective on the Pending Acquisition Closing Date in accordance with the terms of the applicable Joinder Agreement, $100,000,000, (C) in the case of the Incremental Term Loan Commitments in respect of the MOM Brands Acquisition Incremental Term Loans, (x) $700,000,000 minus (y) the gross proceeds of any MOM Brands Acquisition Notes and (D) in the case of any Incremental Facility (other than any Incremental Facility incurred pursuant to the immediately preceding clauses (A), (B), or (C)), in the aggregate, the greater of (x) $700,000,000 and (y) an amount such that the pro forma Senior Secured Leverage Ratio would not exceed 2.50:1.00 as of the Increased Amount Date (provided that, to the extent the proceeds of any Incremental Term Loans are intended to be applied to finance a Limited Condition Acquisition, the Senior Secured Leverage Ratio shall be tested in accordance with Section 1.09(c)) and (2) not less than, individually, $25,000,000.”.

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(b)    The proviso in Section 2.14(d)(ii) of the Credit Agreement will be deleted in its entirety and replaced with the following:

“; provided that this clause will not apply in the case of Incremental Term Loan Commitments in respect of the Pending Acquisition Incremental Term Loans or the MOM Brands Acquisition Incremental Term Loans; provided, further, that to the extent the proceeds of any Incremental Term Loans are intended to be applied to finance a Limited Condition Acquisition, pro forma compliance shall be tested in accordance with Section 1.09(c);”.

(c)    The word “less” in the proviso to the first sentence of Section 2.14(g) of the Credit Agreement will be deleted and replaced with “plus”.

(d)    Section 2.14(i) of the Credit Agreement will be amended by inserting the words “(including any amendments that are not adverse to the interests of any Lender that are made to effectuate changes necessary or appropriate to enable any Incremental Term Loans that are intended to be fungible with any other Term Loans to be fungible with such other Term Loans, which shall include any amendments that modify the aggregate principal amount of scheduled installment payments to the extent such amendment does not decrease the installment payment an existing Term Lender would have received prior to giving effect to any such amendment)” immediately following the words “to effect the provisions of this Section 2.14”.

C. Amendments to Article IV of the Credit Agreement.

(a)    The lead-in to Section 4.02 of the Credit Agreement will be deleted in its entirety and replaced with the following:

“The obligation of each Lender to honor any Request for Credit Extension after the Closing Date (other than (x) pursuant to a Conversion/Continuation Notice and (y) in connection with the funding of an Incremental Term Loan) is subject to the following conditions precedent:”.

D. Amendments to Article VII of the Credit Agreement.

(a)    Section 7.03(a) of the Credit Agreement will be amended by (i) deleting the word “and” and the end of clause (B) thereof, (ii) replacing the “;” at the end of clause (C) thereof with “and” and (iii) inserting new clause (D) that reads in its entirety as follows:

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“(D) Indebtedness of the Borrower consisting of any MOM Brands Acquisition Notes (and any Permitted Refinancing thereof); provided, however, that (i) the aggregate amount of all such Indebtedness outstanding at any one time, shall not (x) exceed $450,000,000 and (y) when taken together with the aggregate principal amount of any MOM Brands Acquisition Incremental Term Loans, exceed $700,000,000, (ii) the covenants, events of default, guaranty and other terms (excluding as to interest rate and redemption premium) of such Indebtedness are, taken as a whole, not materially less favorable to the Borrower and its Subsidiaries than the 2021 Senior Notes and (iii) the stated maturity of such Indebtedness is not less than 91 days following the latest Maturity Date at the time of incurrence of such Indebtedness and the Weighted Average Life to Maturity of such Indebtedness is not shorter than the remaining Weighted Average Life to Maturity of any Incremental Term Loans;”.

(b)    Section 7.03(h) of the Credit Agreement will be amended and restated in its entirety to read as follows:

“(h) unsecured Indebtedness issued by the Borrower, including Disqualified Equity Interests; provided that (i) the pro forma Consolidated Interest Coverage Ratio would be greater than or equal to 2.00:1.00, (ii) the stated maturity of such Indebtedness is not less than 91 days following the latest Maturity Date at the time of incurrence of such unsecured Indebtedness and the Weighted Average Life to Maturity of such Indebtedness is not shorter than the remaining Weighted Average Life to Maturity of any Incremental Term Loans, (iii) the covenants, events of default, guaranty and other terms (excluding as to interest rate and redemption premium) of such Indebtedness are, taken as a whole, not materially less favorable to the Borrower and its Subsidiaries than the 2021 Senior Notes and (iv) at the time of incurrence of such Indebtedness, there shall be no Default;”.

(c)    Section 7.03(j) of the Credit Agreement will be amended by replacing the reference to “2.25%” in clause (y) thereof with “3.50%”.

(d)    Section 7.05(j) of the Credit Agreement will be amended by deleting clause (ii) in the proviso thereof in its entirety and replacing it with “(ii) [reserved];”.

(e)    Section 8.01(e)(i) of the Credit Agreement will be amended by inserting the words “(other than an Escrow Subsidiary)” immediately following the words “The Borrower or any Subsidiary”.

(f)    Section 8.01(f) of the Credit Agreement will be amended by inserting the words “(other than an Escrow Subsidiary)” immediately following the words “Any Loan Party or any of its Subsidiaries”.

(g)    Section 8.01(g) of the Credit Agreement will be amended by inserting the words “(other than an Escrow Subsidiary)” immediately following the words “The Borrower or any Subsidiary”.

(h)    Section 8.01(h) of the Credit Agreement will be amended by inserting the words “(other than an Escrow Subsidiary)” immediately following the words “the Borrower or any Subsidiary”.

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E. Amendment to Section 5.2 of the Collateral Agreement. Section 5.2(d) of the Collateral Agreement will be deleted in its entirety and replaced with the following:

“(d) [Reserved.]”.

1.2 Amendments Effective on the MOM Brands Acquisition Closing Date. On the MOM Brands Acquisition Closing Date, the Credit Agreement will be further amended as follows:

A. Amendment to Article I of the Credit Agreement.

(a)    The defined term “Threshold Amount” as set forth in Section 1.01 of the Credit Agreement will be amended by replacing the reference to “$60,000,000” with “$75,000,000”.

B. Amendment to Article VII of the Credit Agreement.

(a)    Section 7.16 of the Credit Agreement will be amended as follows:

(i) the two references to “$150,000,000” in the first sentence thereof are replaced with “$200,000,000”; and

(ii) the words “or the MOM Brands Acquisition” will be inserted immediately following each reference to “Pending Acquisition” in the second sentence thereof.

SECTION II. CONDITIONS TO EFFECTIVENESS

This Second Amendment shall become effective as of the date hereof only upon the satisfaction of all of the following conditions precedent (the date of satisfaction of such conditions being referred to herein as the “Second Amendment Effective Date”):

A. Execution. The Administrative Agent shall have received a counterpart signature page of this Second Amendment duly executed by the Borrower, the Guarantors and the Required Lenders.

B. Representations and Warranties. The representations and warranties set forth in Section III of this Second Amendment shall be true and correct.

C. Other Documents. The Administrative Agent and Lenders shall have received a secretary’s certificate certifying as to the accuracy of each Loan Party’s applicable Organization Documents and resolutions or other forms of organizational action of the Loan Parties authorizing the execution, delivery and performance of this Second Amendment and the transactions contemplated hereby, together with applicable incumbency certificates and such other documents, instruments or certificates as it may reasonably request.

D. Fees. The Borrower shall have paid all fees due and payable on or prior to the Second Amendment Effective Date, pursuant to that certain Engagement Letter, dated as of February 26, 2015, between the Borrower and Credit Suisse Securities (USA) LLC (the “Engagement Letter”), and, to the extent invoiced, reimburse or pay all out of pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement or the Engagement Letter.

SECTION III. REPRESENTATIONS AND WARRANTIES

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In order to induce the Administrative Agent and the Lenders to enter into this Second Amendment and amend the Credit Agreement and the Collateral Agreement in the manner provided herein, each Loan Party which is a party hereto represents and warrants to the Administrative Agent and the Lenders that the following statements are true and correct in all material respects:

A. Corporate Power and Authority. Each Loan Party has all requisite power and authority to execute, deliver and perform this Second Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Second Amendment (the “Amended Credit Agreement”) and under the Collateral Agreement as amended by this Second Amendment (the “Amended Collateral Agreement” and, together with the Amended Credit Agreement, the “Amended Agreements”).

B. Due Authorization; No Contravention. The execution and delivery by each Loan Party of this Second Amendment and the performance by each Loan Party of the terms of this Second Amendment and the Amended Agreements have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any material contract to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law.

C. Governmental Authorization; Other Consents. No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Second Amendment or the Amended Agreements, except for the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect.

D. Binding Effect. Each of this Second Amendment and each Amended Agreement constitutes a legal, valid and binding obligation of each Loan Party, enforceable against each Loan Party in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).

E. Incorporation of Representations and Warranties from Credit Agreement. The representations and warranties contained in Article V of the Amended Credit Agreement are and will be true and correct in all material respects on and as of the Second Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all respects on and as of such earlier date, in each case after giving effect to this Second Amendment; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects.

F. Absence of Default. No event has occurred and is continuing that would constitute an Event of Default or a Default, in each case after giving effect to this Second Amendment and the transactions contemplated hereby.

SECTION IV. ACKNOWLEDGMENT AND CONSENT

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The Borrower hereby confirms its pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Second Amendment or any of the transactions contemplated hereby, such pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents to which it is a party, as supplemented in connection with this Second Amendment and the transactions contemplated hereby, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all the Obligations.

Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, the Collateral Agreement and this Second Amendment and consents to the amendments to the Credit Agreement and the Collateral Agreement effected pursuant to this Second Amendment. Each Guarantor hereby confirms its guarantees, pledges, grants of security interests and other obligations under and subject to the terms of each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Second Amendment or any of the transactions contemplated hereby, such guarantees, pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents to which it is a party, as modified or supplemented in connection with this Second Amendment and the transactions contemplated hereby, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all the Obligations.

Each Guarantor acknowledges and agrees that each Loan Document to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Second Amendment.

Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Second Amendment, the Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement or the Collateral Agreement effected pursuant to this Second Amendment and (ii) nothing in the Credit Agreement, the Collateral Agreement, this Second Amendment or any other Loan Document shall be deemed to require the consent of any Guarantor to any future amendments to the Credit Agreement or the Collateral Agreement.

SECTION V. MISCELLANEOUS

A. Reference to and Effect on the Credit Agreement and the Other Loan Documents.

(i)    On and after the Second Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement,” “thereunder,” “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Amended Credit Agreement.

(ii)    On and after the Second Amendment Effective Date, each reference in the Collateral Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import referring to the Collateral Agreement, and each reference in the other Loan Documents to the “Guarantee and Collateral Agreement,” “thereunder,” “thereof” or words of like import referring to the Collateral Agreement, shall mean and be a reference to the Amended Collateral Agreement.

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(iii)    Except as specifically amended by this Second Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

B. Loan Document. This Second Amendment shall constitute a Loan Document under the terms of the Amended Credit Agreement.

C. Termination of Control Agreements. Following the Second Amendment Effective Date, promptly following the Borrower’s request, solely in the case of Securities Accounts and Deposit Accounts, the Administrative Agent will, at the Borrower’s cost and expense, use its reasonable efforts to terminate all control agreements and other agreements to comply with entitlement orders and instructions originated by the Administrative Agent.

D. Headings. Section and Subsection headings in this Second Amendment are included herein for convenience of reference only and shall not constitute a part of this Second Amendment for any other purpose or be given any substantive effect.

E. Applicable Law. THIS SECOND AMENDMENT AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE IN ANY WAY HERETO OR THE NEGOTIATION, EXECUTION OR PERFORMANCE HEREOF OR THE TRANSACTIONS CONTEMPLATED HEREBY, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. The provisions of Sections 10.14(b), (c) and (d), 10.15, 10.16 and 10.18 of the Credit Agreement are incorporated by reference herein and made a part hereof.

F. Counterparts. This Second Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single agreement. Delivery of an executed counterpart of a signature page of this Second Amendment by facsimile or other electronic imaging means (e.g., in “pdf” or “tif” format) shall be effective as delivery of a manually executed counterpart of this Second Amendment.

[Signature pages follow.]

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

	Borrower:
	POST HOLDINGS, INC.
	By:	/s/ Xxxxxx X. Xxxx
		Name: Xxxxxx X. Xxxx
		Title: SVP, General Counsel and Administration, Corporate Secretary
	Guarantors:
	AGRICORE UNITED HOLDINGS INC.
	By:	/s/ Xxxxxx X. Xxxx
		Name: Xxxxxx X. Xxxx
		Title: Secretary
	AMERICAN BLANCHING COMPANY
	By:	/s/ Xxxxxx X. Xxxx
		Name: Xxxxxx X. Xxxx
		Title: Secretary
	ATTUNE FOODS, LLC
	By:	/s/ Xxxxxx X. Xxxx
		Name: Xxxxxx X. Xxxx
		Title: Secretary

[Signature Page to Second Amendment]

	CASA TRUCKING, INC.
	By:	/s/ Xxxxxx X. Xxxx
		Name: Xxxxxx X. Xxxx
		Title: Assistant Secretary
	CRYSTAL FARMS REFRIGERATED DISTRIBUTION COMPANY
	By:	/s/ Xxxxxx X. Xxxx
		Name: Xxxxxx X. Xxxx
		Title: Assistant Secretary
	CUSTOM NUTRICEUTICAL LABORATORIES, LLC
	By:	/s/ Xxxxxx X. Xxxx
		Name: Xxxxxx X. Xxxx
		Title: Secretary
	DAKOTA GROWERS PASTA COMPANY
	By:	/s/ Xxxxxx X. Xxxx
		Name: Xxxxxx X. Xxxx
		Title: Secretary
	DNA DREAMFIELDS COMPANY, LLC
	By:	/s/ Xxxxxx X. Xxxx
		Name: Xxxxxx X. Xxxx
		Title: Secretary
	DYMATIZE ENTERPRISES, LLC
	By:	/s/ Xxxxxx X. Xxxx
		Name: Xxxxxx X. Xxxx
		Title: Secretary

[Signature Page to Second Amendment]

	DYMATIZE HOLDINGS, LLC
	By:	/s/ Xxxxxx X. Xxxx
		Name: Xxxxxx X. Xxxx
		Title: Secretary
	FARM FRESH FOODS, INC.
	By:	/s/ Xxxxxx X. Xxxx
		Name: Xxxxxx X. Xxxx
		Title: Assistant Secretary
	GB ACQUISITION USA, INC.
	By:	/s/ Xxxxxx X. Xxxx
		Name: Xxxxxx X. Xxxx
		Title: Secretary
	GOLDEN ACQUISITION SUB, LLC
	By:	/s/ Xxxxxx X. Xxxx
		Name: Xxxxxx X. Xxxx
		Title: Secretary
	GOLDEN BOY NUT CORPORATION
	By:	/s/ Xxxxxx X. Xxxx
		Name: Xxxxxx X. Xxxx
		Title: Secretary
	GOLDEN BOY PORTALES, LLC
	By:	/s/ Xxxxxx X. Xxxx
		Name: Xxxxxx X. Xxxx
		Title: Secretary

[Signature Page to Second Amendment]

	GOLDEN NUT COMPANY (USA) INC.
	By:	/s/ Xxxxxx X. Xxxx
		Name: Xxxxxx X. Xxxx
		Title: Secretary
	X.X. XXXXXXXX COMPANY
	By:	/s/ Xxxxxx X. Xxxx
		Name: Xxxxxx X. Xxxx
		Title: Assistant Secretary
	MFI FOOD ASIA, LLC
	By:	/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title: VP, General Counsel, Secretary
	MFI HOLDING CORPORATION
	By:	/s/ Xxxxxx X. Xxxx
		Name: Xxxxxx X. Xxxx
		Title: Assistant Secretary
	MFI INTERNATIONAL, INC.
	By:	/s/ Xxxxxx X. Xxxx
		Name: Xxxxxx X. Xxxx
		Title: Assistant Secretary
	XXXXXXX FOODS GROUP, INC.
	By:	/s/ Xxxxxx X. Xxxx
		Name: Xxxxxx X. Xxxx
		Title: Assistant Secretary

[Signature Page to Second Amendment]

	XXXXXXX FOODS, INC.
	By:	/s/ Xxxxxx X. Xxxx
		Name: Xxxxxx X. Xxxx
		Title: Assistant Secretary
	XXXXXXX FOODS OF DELAWARE, INC.
	By:	/s/ Xxxxxx X. Xxxx
		Name: Xxxxxx X. Xxxx
		Title: Assistant Secretary
	NORTHERN STAR CO.
	By:	/s/ Xxxxxx X. Xxxx
		Name: Xxxxxx X. Xxxx
		Title: Assistant Secretary
	NUTS DISTRIBUTOR OF AMERICA, INC.
	By:	/s/ Xxxxxx X. Xxxx
		Name: Xxxxxx X. Xxxx
		Title: Secretary
	PAPETTI’S HYGRADE EGG PRODUCTS, INC.
	By:	/s/ Xxxxxx X. Xxxx
		Name: Xxxxxx X. Xxxx
		Title: Assistant Secretary
	POST ACQUISITION SUB IV, LLC
	By:	/s/ Xxxxxx X. Xxxx
		Name: Xxxxxx X. Xxxx
		Title: Secretary

[Signature Page to Second Amendment]

	POST FOODS, LLC
	By:	/s/ Xxxxxx X. Xxxx
		Name: Xxxxxx X. Xxxx
		Title: Secretary
	PREMIER NUTRITION CORPORATION
	By:	/s/ Xxxxxx X. Xxxx
		Name: Xxxxxx X. Xxxx
		Title: Secretary
	PRIMO PIATTO, INC.
	By:	/s/ Xxxxxx X. Xxxx
		Name: Xxxxxx X. Xxxx
		Title: Secretary
	SUPREME PROTEIN, LLC
	By:	/s/ Xxxxxx X. Xxxx
		Name: Xxxxxx X. Xxxx
		Title: Secretary
	TA/DEI-A ACQUISITION CORP.
	By:	/s/ Xxxxxx X. Xxxx
		Name: Xxxxxx X. Xxxx
		Title: Secretary
	TA/DEI-B1 ACQUISITION CORP.
	By:	/s/ Xxxxxx X. Xxxx
		Name: Xxxxxx X. Xxxx
		Title: Secretary

[Signature Page to Second Amendment]

	TA/DEI-B2 ACQUISITION CORP.
	By:	/s/ Xxxxxx X. Xxxx
		Name: Xxxxxx X. Xxxx
		Title: Secretary
	TA/DEI-B3 ACQUISITION CORP.
	By:	/s/ Xxxxxx X. Xxxx
		Name: Xxxxxx X. Xxxx
		Title: Secretary

[Signature Page to Second Amendment]

	XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and a Lender
	By:	/s/ Xxxxxx X. Xxx Xxxx
		Name: Xxxxxx X. Xxx Xxxx
		Title: Director

[Signature Page to Second Amendment]

	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
	ACAS CLO 2012-1, Ltd., as a Lender
	By: American Capital CLO Management, LLC (f/k/a American Capital leveraged Finance Management, LLC, its Manager
	By:	/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Authorized Signatory
	ACAS CLO 2013-1, Ltd., as a Lender
	By: American Capital CLO Management, LLC (f/k/a American Capital leveraged Finance Management, LLC, its Manager
	By:	/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Authorized Signatory
	ACAS CLO 2013-2, Ltd., as a Lender
	By: American Capital CLO Management, LLC, its Manager
	By:	/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Authorized Signatory

[Signature Page to Second Amendment]

	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
	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
	ACAS CLO 2015-1, Ltd., as a Lender
	By:	/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Authorized Signatory
	ACAS Funding I, LLC, as a Lender
	By:	/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Vice President
	ACAS Funding II, LLC, as a Lender
	By:	/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Vice President

[Signature Page to Second Amendment]

	ACE American Insurance Company as a Lender
	By: X. Xxxx Price Associates, Inc. as investment advisor
	By:	/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: Vice President
	Ace European Group Limited as a Lender
	BY: BlackRock Financial Management, Inc., its Sub-Advisor
	By:	/s/ Xxx Xxxxxx
		Name: Xxx Xxxxxx
		Title: Vice President
	ACE Property & Casualty Insurance Company as a Lender
	BY: BlackRock Financial Management, Inc., its Investment Advisor
	By:	/s/ Xxx Xxxxxx
		Name: Xxx Xxxxxx
		Title: Authorized Signatory
	ACE Tempest Reinsurance Ltd., as a Lender
	BY: Oaktree Capital Management, L.P. Its: Investment Manager
	By:	/s/ Xxxxx Xxxxxxxxx
		Name: Xxxxx Xxxxxxxxx
		Title: Managing Director
	By:	/s/ Xxxxxxx Xxxx
		Name: Xxxxxxx Xxxx
		Title: Vice President

[Signature Page to Second Amendment]

	Aetna Health Inc., as a Lender
	BY: BlackRock Investment Management, LLC, Its Investment Advisor
	By:	/s/ Xxx Xxxxxx
		Name: Xxx Xxxxxx
		Title: Authorized Signatory
	Aetna Health Management, LLC, as a Lender
	BY: BlackRock Investment Management, LLC, Its Investment Advisor
	By:	/s/ Xxx Xxxxxx
		Name: Xxx Xxxxxx
		Title: Authorized Signatory
	Aetna Life Insurance Company, as a Lender
	BY: BlackRock Investment Management, LLC, Its Investment Advisor
	By:	/s/ Xxx Xxxxxx
		Name: Xxx Xxxxxx
		Title: Authorized Signatory
	AIB DEBT MANAGEMENT LIMITED, as a Lender
	By:	/s/ Xxxx Xxxxxxx
		Name: Xxxx Xxxxxxx
		Title: Vice President
		Investment Advisor to AIB Debt Management, Limited
	By:	/s/ Xxxxxxxx X’Xxxxxxxx
		Name: Xxxxxxxx X’Xxxxxxxx
		Title: Assistant Vice President
		Investment Advisor to AIB Debt Management, Limited

[Signature Page to Second Amendment]

	AIMCO CLO, Series 2014-A, as a Lender
	By:	/s/ Xxxxx Xxxxxxx
		Name: Xxxxx Xxxxxxx
		Title: Authorized Signatory
	By:	/s/ Xxxx X. Xxxxxxx
		Name: Xxxx X. Xxxxxxx
		Title: Authorized Signatory
	AXA IM Inc. for and on behalf of Allegro CLO II, Ltd. as a Lender
	By:	/s/ Theyr Yannick Le Serviget
		Name: Theyr Yannick Le Serviget
		Title: Portfolio Manager
	By:	/s/ Xxxxxxx Xxxxxxx
		Name: Xxxxxxx Xxxxxxx
		Title: Senior Analyst
	Allstate Insurance Company, as a Lender
	By:	/s/ Xxxxx Xxxxxxx
		Name: Xxxxx Xxxxxxx
		Title: Authorized Signatory
	By:	/s/ Xxxx X. Xxxxxxx
		Name: Xxxx X. Xxxxxxx
		Title: Authorized Signatory

[Signature Page to Second Amendment]

	Allstate Life Insurance Company, as a Lender
	By:	/s/ Xxxxx Xxxxxxx
		Name: Xxxxx Xxxxxxx
		Title: Authorized Signatory
	By:	/s/ Xxxx X. Xxxxxxx
		Name: Xxxx X. Xxxxxxx
		Title: Authorized Signatory
	ALM V, Ltd., as a Lender
	By: Apollo Credit Management (CLO), LLC as Collateral Manager
	By:	/s/ Xxx Xxxxxxx
		Name: Xxx Xxxxxxx
		Title: Vice President
	ALM VI, Ltd., as a Lender
	By: Apollo Credit Management (CLO), LLC as Collateral Manager
	By:	/s/ Xxx Xxxxxxx
		Name: Xxx Xxxxxxx
		Title: Vice President
	ALM VII (R), Ltd., as a Lender
	By: Apollo Credit Management (CLO), LLC as Collateral Manager
	By:	/s/ Xxx Xxxxxxx
		Name: Xxx Xxxxxxx
		Title: Vice President

[Signature Page to Second Amendment]

	ALM VII (R)-2, Ltd., as a Lender
	By: Apollo Credit Management (CLO), LLC as Collateral Manager
	By:	/s/ Xxx Xxxxxxx
		Name: Xxx Xxxxxxx
		Title: Vice President
	ALM VII, Ltd., as a Lender
	By: Apollo Credit Management (CLO), LLC as Collateral Manager
	By:	/s/ Xxx Xxxxxxx
		Name: Xxx Xxxxxxx
		Title: Vice President
	ALM VIII, Ltd., as a Lender
	By: Apollo Credit Management (CLO), LLC as Collateral Manager
	By:	/s/ Xxx Xxxxxxx
		Name: Xxx Xxxxxxx
		Title: Vice President
	ALM XI, Ltd., as a Lender
	By: Apollo Credit Management (CLO), LLC as Collateral Manager
	By:	/s/ Xxx Xxxxxxx
		Name: Xxx Xxxxxxx
		Title: Vice President

[Signature Page to Second Amendment]

	ALM XII, Ltd., as a Lender
	By: Apollo Credit Management (CLO), LLC as Collateral Manager
	By:	/s/ Xxx Xxxxxxx
		Name: Xxx Xxxxxxx
		Title: Vice President
	ALPHAFIXE FLOATING RATE BANK LOAN FUND, as a Lender
	By:	/s/ Xxxxx Xxxxxxx
		Name: Xxxxx Xxxxxxx
		Title: Managing Director
	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
	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

[Signature Page to Second Amendment]

	AMJ Bank Loan Fund A Series Trust of Multimanager Global Investment Trust, as a Lender
	BY: Xxxxx Brothers Xxxxxxxx Trust Company (Cayman) Limited acting solely in its capacity as trustee of AMJ Bank Loan Fund, a series trust of Multi Manager Global Investment Trust, acting by Highbridge Principal Strategies, LLC as attorney-in-fact, and expressly on the basis that the parties agree they shall not have recourse to the assets of Multi
	By:	/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: Senior Vice President
	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
	AMMC CLO XIV, LIMITED, as a Lender
	By:	/s/ Xxxxx X. Xxxxx
		Name: Xxxxx X. Xxxxx
		Title: Senior Vice President
	APOLLO AF LOAN TRUST 2012, as a Lender
	BY: Apollo Credit Management (Senior Loans) II, LLC, as Portfolio Manager
	By:	/s/ Xxx Xxxxxxx
		Name: Xxx Xxxxxxx
		Title: Vice President

[Signature Page to Second Amendment]

	APOLLO CREDIT FUNDING I LTD., as a Lender
	BY: Apollo ST Fund Management LLC As Its Collateral Manager
	By:	/s/ Xxx Xxxxxxx
		Name: Xxx Xxxxxxx
		Title: Vice President
	Arch Investment Holdings IV Ltd., as a Lender
	BY: Oaktree Capital Management, L.P. Its: Investment Manager
	By:	/s/ Xxxxx Xxxxxxxxx
		Name: Xxxxx Xxxxxxxxx
		Title: Managing Director
	By:	/s/ Xxxxxxx Xxxx
		Name: Xxxxxxx Xxxx
		Title: Vice President
	ARCHES FUNDING ULC, as a Lender
	By:	/s/ Mobasharul Islam
		Name: Mobasharul Islam
		Title: Authorized Signatory
	Ares Institutional Loan Fund B.V., as a Lender
	BY: Ares Management Limited, as manager
	By:	/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		Title: Authorized Signatory

[Signature Page to Second Amendment]

	ARES XXIV CLO LTD., as a Lender
	BY: ARES CLO MANAGEMENT XXIV, L.P., ITS ASSET MANAGER
	BY: ARES CLO GP XXIV, LLC, ITS GENERAL PARTNER
	By:	/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		Title: Authorized Signatory
	ARES XXV CLO LTD., as a Lender
	BY: Ares CLO Management XXV, L.P., its Asset Manager
	By: Ares CLO GP XXV, LLC, its General Partner
	By:	/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		Title: Authorized Signatory
	ARES XXVI CLO LTD., as a Lender
	BY: Ares CLO Management XXVI, L.P., its Collateral Manager
	By: Ares CLO GP XXVI, LLC, its General Partner
	By:	/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		Title: Authorized Signatory
	ARES XXVIII CLO LTD., as a Lender
	By: Ares CLO Management XXVIII, L.P., its Asset Manager
	By: Ares CLO GP XXVIII, LLC, its General Partner
	By:	/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		Title: Authorized Signatory

[Signature Page to Second Amendment]

	ARES XXX CLO LTD., as a Lender
	By: Ares CLO Management XXX, L.P., its Asset Manager
	By: Ares CLO GP XXX, LLC, its General Partner
	By:	/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		Title: Authorized Signatory
	Ares XXXI CLO Ltd., as a Lender
	By: Ares CLO Management XXXI, L.P., its Portfolio Manager
	By: Ares Management LLC, its General Partner
	By:	/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		Title: Authorized Signatory
	Ares XXXII CLO Ltd., as a Lender
	By: Ares CLO Management XXXII, L.P., its Asset Manager
	By:	/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		Title: Authorized Signatory
	Argo Re Ltd., as a Lender
	By: Oaktree Capital Management, L.P. Its: Investment Manager
	By:	/s/ Xxxxx Xxxxxxxxx
		Name: Xxxxx Xxxxxxxxx
		Title: Managing Director
	By:	/s/ Xxxxxxx Xxxx
		Name: Xxxxxxx Xxxx
		Title: Vice President

[Signature Page to Second Amendment]

	Argonaut Insurance Company, as a Lender
	By: Oaktree Capital Management, L.P. Its: Investment Manager
	By:	/s/ Xxxxx Xxxxxxxxx
		Name: Xxxxx Xxxxxxxxx
		Title: Managing Director
	By:	/s/ Xxxxxxx Xxxx
		Name: Xxxxxxx Xxxx
		Title: Vice President
	Arrowpoint CLO 2014-2, LTD., as a Lender
	By:	/s/ Xxxxxx Xxxxxxx
		Name: Xxxxxx Xxxxxxx
		Title: Xxxxxxxxx Xxxxxxxx
	Xxxxxxxxxx XXX 0000-0, XXX., xx a Lender
	By:	/s/ Xxxxxx Xxxxxxx
		Name: Xxxxxx Xxxxxxx
		Title: Portfolio Director
	Ascension Alpha Fund, LLC, as a Lender
	By: Pioneer Institutional Asset Management, Inc. As its adviser
	By:	/s/ Xxxxxx Xxxxxx
		Name: xxxxxx xxxxxx
		Title: Vice President and Associate General Counsel

[Signature Page to Second Amendment]

	Ascension Health Master Pension Trust, as a Lender
	By: Pioneer Institutional Asset Management, Inc. As its adviser
	By:	/s/ Xxxxxx Xxxxxx
		Name: xxxxxx xxxxxx
		Title: Vice President and Associate General Counsel
	Athene Annuity and Life Company, as a Lender
	BY: Athene Asset Management, L.P., its investment manager
	Apollo Capital Management, L.P., its sub-advisor
	By:	/s/ Xxx Xxxxxxx
		Name: Xxx Xxxxxxx
		Title: Vice President
	Xxxxx Point II CLO, Limited, as a Lender
	BY: Sankaty Advisors, LLC, as Portfolio Manager
	By:	/s/ Xxxxxx X. Xxxxx
		Name: Xxxxxx X. Xxxxx
		Title: Sr. Vice President of Operations
	Xxxxx Point III CLO, Limited, as a Lender
	BY: Sankaty Advisors, LLC, as Portfolio Manager
	By:	/s/ Xxxxxx X. Xxxxx
		Name: Xxxxxx X. Xxxxx
		Title: Sr. Vice President of Operations

[Signature Page to Second Amendment]

	Xxxxx Point IV CLO, Limited, as a Lender
	BY: Sankaty Advisors, LLC, as Portfolio Manager
	By:	/s/ Xxxxxx X. Xxxxx
		Name: Xxxxxx X. Xxxxx
		Title: Sr. Vice President of Operations
	AXA IM Paris S.A. for and on behalf Matignon Derivatives Loans, as a Lender
	By:	/s/ Theyr Yannick Le Serviget
		Name: Theyr Yannick Le Serviget
		Title: Portfolio Manager
	By:	/s/ Xxxxxxx Xxxxxxx
		Name: Xxxxxxx Xxxxxxx
		Title: Senior Analyst
	Bank of America, N.A., as a Lender
	By:	/s/ Xxxxxxx Xxxxxxxx
		Name: Xxxxxxx Xxxxxxxx
		Title: Vice President
	BMO Xxxxxx Financing, Inc., as a Lender
	By:	/s/ Xxxx Xxxxxxx Xxxxxx
		Name: Xxxx Xxxxxxx Xxxxxx
		Title: Director
	Bank of the West, as a Lender
	By:	/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: Director

[Signature Page to Second Amendment]

	Baptist Health South Florida, Inc., as a Lender
	By: Seix Investment Advisors LLC, as Advisor
	By:	/s/ Xxxxxx Xxxxxxxxx
		Name: Xxxxxx Xxxxxxxxx
		Title: Managing Director
	BARCLAYS BANK PLC, as a Lender
	By:	/s/ Xxxx Xxxxxx
		Name: Xxxx Xxxxxx
		Title: Managing Director
	BAWAG P.S.K Bank für Arbeit und Wirtschaft und Österreichische Postsparkasse Aktiengesellschaft, as a Lender
	By:	/s/ Xxxxx Xxxxxxx
		Name: Xx. Xxxxx Xxxxxxx
		Title:
	By:	/s/ Xxxx Xxxxxxxxxx
		Name: Xxxx Xxxxxxxxxx
		Title:
	Benefit Street Partners CLO IV, Ltd., as a Lender
	By:	/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: Authorized Signatory
	BlackRock Bank Loan Strategy Fund of Multi Manager Global Investment Trust, as a Lender
	BY: BlackRock Financial Management Inc., Its Investment Manager
	By:	/s/ Xxx Xxxxxx
		Name: Xxx Xxxxxx
		Title: Authorized Signatory

[Signature Page to Second Amendment]

	BlackRock Fixed Income Portable Alpha Master Series Trust, as a Lender
	BY: BlackRock Financial Management, Inc., its Investment Advisor
	By:	/s/ Xxx Xxxxxx
		Name: Xxx Xxxxxx
		Title: Authorized Signatory
	BlueMountain CLO 2014-1 Ltd, as a Lender
	By:	/s/ Xxxxxx Xxxxxxxxx
		Name: Xxxxxx Xxxxxxxxx
		Title: Operations Analyst
	BlueMountain CLO 2014-2 Ltd, as a Lender
	By:	/s/ Xxxxxx Xxxxxxxxx
		Name: Xxxxxx Xxxxxxxxx
		Title: Operations Analyst
	BlueMountain CLO 2014-3 Ltd., as a Lender
	By:	/s/ Xxxxxx Xxxxxxxxx
		Name: Xxxxxx Xxxxxxxxx
		Title: Operations Analyst
	BNPP IP CLO2014-II, LLC, as a Lender
	By:	/s/ Xxxxxxx Xxxxxx
		Name: Xxxxxxx Xxxxxx
		Title: Portfolio Director

[Signature Page to Second Amendment]

	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
	BOWERY FUNDING ULC, as a Lender
	By:	/s/ Mobasharul Islam
		Name: Mobasharul Islam
		Title: Authorized Signatory
	BRYCE FUNDING, as a Lender
	By:	/s/ Mobasharul Islam
		Name: Mobasharul Islam
		Title: Authorized Signatory
	Canyon Capital CLO 2014-1, Ltd., as a Lender
	BY: Canyon Capital Advisors LLC, Its Asset Manager
	By:	/s/ Xxxxxxxx X. Xxxxxx
		Name: Xxxxxxxx X. Xxxxxx
		Title: Authorized Signatory
	Canyon Capital CLO 2014-2, Ltd., as a Lender
	BY: Canyon Capital Advisors LLC, Its Asset Manager
	By:	/s/ Xxxxxxxx X. Xxxxxx
		Name: Xxxxxxxx X. Xxxxxx
		Title: Authorized Signatory

[Signature Page to Second Amendment]

	Catamaran CLO 2012-1 Ltd., as a Lender
	By: Trimaran Advisors, L.L.C.
	By:	/s/ Xxxxxx Xxxxxxxx
		Name: Xxxxxx Xxxxxxxx
		Title: Authorized Signatory
	Catamaran CLO 2014-1 Ltd., as a Lender
	By: Trimaran Advisors, L.L.C.
	By:	/s/ Xxxxxx Xxxxxxxx
		Name: Xxxxxx Xxxxxxxx
		Title: Authorized Signatory
	Catamaran CLO 2014-2 Ltd., as a Lender
	By:	/s/ Xxxxxx Xxxxxxxx
		Name: Xxxxxx Xxxxxxxx
		Title: Authorized Signatory
	CAVALRY CLO IV, LTD, as a Lender
	By: Regiment Capital Management, LLC, its Investment Advisor
	By:	/s/ Xxxxxx Xxxxxx
		Name: Xxxxxx Xxxxxx
		Title: Authorized Signatory
	CAVALRY CLO V, LTD, as a Lender
	By: Regiment Capital Management, LLC, its Investment Advisor
	By:	/s/ Xxxxxx Xxxxxx
		Name: Xxxxxx Xxxxxx
		Title: Authorized Signatory

[Signature Page to Second Amendment]

	BANKERS LIFE AND CASUALTY COMPANY, as a Lender
	By:	/s/ Xxxxx X. Xxxxxxxx
		Name: Xxxxx X. Xxxxxxxx
		Title: SVP, 40186 Advisors
		Acting as Investment Advisors
	WASHINGTON NATIONAL INSURANCE COMPANY, as a Lender
	By:	/s/ Xxxxx X. Xxxxxxxx
		Name: Xxxxx X. Xxxxxxxx
		Title: SVP, 40186 Advisors
		Acting as Investment Advisors
	CEDAR CREEK CLO, LTD, as a Lender
	By:	/s/ Xxxxx X. Xxxxxxx
		Name: Xxxxx X. Xxxxxxx
		Title: SVP, 40186 Advisors
		Acting as Investment Advisors
	SUGAR CREEK CLO, LTD, as a Lender
	By:	/s/ Xxxxx X. Xxxxxxx
		Name: Xxxxx X. Xxxxxxx
		Title: SVP, 40186 Advisors
		Acting as Investment Advisors
	SILVER CREEK CLO, LTD, as a Lender
	By:	/s/ Xxxxx X. Xxxxxxx
		Name: Xxxxx X. Xxxxxxx
		Title: SVP, 40186 Advisors
		Acting as Investment Advisors
	Cedar Funding II CLO Ltd, as a Lender
	BY: AEGON USA Investment Management, LLC
	By:	/s/ Xxxx Xxxxxxx
		Name: Xxxx Xxxxxxx
		Title: Director

[Signature Page to Second Amendment]

	Cedar Funding III CLO, Ltd., as a Lender
	By: AEGON USA Investment Management, LLC, as its Portfolio Manager
	By:	/s/ Xxxx Xxxxxxx
		Name: Xxxx Xxxxxxx
		Title: Director
	Cedar Funding IV CLO, Ltd., as a Lender
	By: AEGON USA Investment Management, LLC, as its Portfolio Manager
	By:	/s/ Xxxx Xxxxxxx
		Name: Xxxx Xxxxxxx
		Title: Director
	Cedar Funding Ltd., as a Lender
	BY: AEGON USA Investment Management, LLC
	By:	/s/ Xxxx Xxxxxxx
		Name: Xxxx Xxxxxxx
		Title: Director
	CFIP CLO 2013-1, Ltd., as a Lender
	By: Chicago Fundamental Investment Partners, LLC, as Collateral Manager
	By:	/s/ Xxxxx Xxxxxxx
		Name: Xxxxx Xxxxxxx
		Title: Director-Structured Products
	CFIP CLO 2014-1, Ltd., as a Lender
	By: Chicago Fundamental Investment Partners, LLC, as Collateral Manager
	By:	/s/ Xxxxx Xxxxxxx
		Name: Xxxxx Xxxxxxx
		Title: Director-Structured Products

[Signature Page to Second Amendment]

	[CIT] Finance, LLC, as a Lender
	By:	/s/ Xxxxx Xxxxxxxxxx
		Name: Xxxxx Xxxxxxxxxx
		Title: Director
	Citibank, N.A, as a Lender
	By:	/s/ Xxxxx X. Xxxxxxx
		Name: Xxxxx X. Xxxxxxx
		Title: Attorney-in-Fact
	City National Rochdale Funds - Fixed Income Opportunities Fund, as a Lender
	By: Seix Investment Advisors LLC, as Subadviser
	By:	/s/ Xxxxxx Xxxxxxxxx
		Name: Xxxxxx Xxxxxxxxx
		Title: Managing Director
	CLC Leveraged Loan Trust, as a Lender
	By: Challenger Life Nominees PTY Limited as Trustee
	By: Guggenheim Partners Investment Management, LLC as Manager
	By:	/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Managing Director
	COA Summit CLO Ltd, as a Lender
	BY: 3i Debt Management US, LLC, as its Collateral Manager
	By:	/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: Partner

[Signature Page to Second Amendment]

	Coastal States Bank, as a Lender
	By:	/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		Title: Chief Risk Officer
	CoBank, ACB, as a Lender
	By:	/s/ Xxx Xxxxxx
		Name: Xxx Xxxxxx
		Title: Vice President
	Columbia Funds Variable Series Trust II - Variable Portfolio - Xxxxx Xxxxx Floating-Rate Income Fund, as a Lender
	BY: Xxxxx Xxxxx Management as Investment Sub- Advisor
	By:	/s/ Xxxxxxx Xxxxxxx
		Name: Xxxxxxx Xxxxxxx
		Title: Vice President
	Consumer Program Administrators, Inc, as a Lender
	By: BlackRock Financial Management, Inc. its Investment Manager
	By:	/s/ Xxx Xxxxxx
		Name: Xxx Xxxxxx
		Title: Vice President
	COÖPERATIEVE CENTRALE RAIFFEISEN BOERENLEENBANK B.A. “RABOBANK NEDERLAND” NEW YORK BRANCH, as a Lender
	By:	/s/ Xxxx Xxxxxxxx
		Name: Xxxx Xxxxxxxx
		Title: Executive Director
	By:	/s/ Xxxx Xxxxxx-Xxxxxx
		Name: Xxxx Xxxxxx-Xxxxxx
		Title: Vice President

[Signature Page to Second Amendment]

	CORNERSTONE FUNDING LLC, as a Lender
	By:	/s/ Mobasharul Islam
		Name: Mobasharul Islam
		Title: Authorized Signatory
	Covenant Credit Partners CLO I, Ltd., as a Lender
	By:	/s/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		Title: MD
	Crédit Industriel et Commercial, as a Lender
	By:	/s/ Xxxxxxxx Xxxxxxxx
		Name: Xxxxxxxx Xxxxxxxx
		Title: Managing Director
	By:	/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: Managing Director
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender
	By:	/s/ Xxxxxxxxxxx Xxx
		Name: Xxxxxxxxxxx Xxx
		Title: Authorized Signatory
	By:	/s/ Xxxxx Xxxxxxxxxx
		Name: Xxxxx Xxxxxxxxxx
		Title: Authorized Signatory
	Credit Suisse Loan Funding LLC, as a Lender
	By:	/s/ Xxxxxxx Xxxxxxxxxx
		Name: Xxxxxxx Xxxxxxxxxx
		Title: Authorized Signatory

[Signature Page to Second Amendment]

	CSAA Insurance Exchange, as a Lender
	By: Oaktree Capital Management, L.P. Its: Investment Manager
	By:	/s/ Xxxxx Xxxxxxxxx
		Name: Xxxxx Xxxxxxxxx
		Title: Managing Director
	By:	/s/ Xxxxxxx Xxxx
		Name: Xxxxxxx Xxxx
		Title: Vice President
	DENALI CAPITAL CLO X, LTD., as a Lender
	BY: DC Funding Partners LLC, portfolio manager (or as applicable collateral manager) for DENALI CAPITAL CLO X, LTD.
	By:	/s/ Xxxx Xxxxxxx
		Name: Xxxx Xxxxxxx
		Title: Chief Credit Officer
	East West Bank, as a Lender
	By:	/s/ Xxxxxx Xxx
		Name: Xxxxxx Xxx
		Title: Vice President
	Xxxxx Xxxxx CLO 2013-1 LTD., as a Lender
	BY: Xxxxx Xxxxx Management Portfolio Manager
	By:	/s/ Xxxxxxx Xxxxxxx
		Name: Xxxxxxx Xxxxxxx
		Title: Vice President

[Signature Page to Second Amendment]

	Xxxxx Xxxxx Floating-Rate Income Trust, as a Lender
	BY: Xxxxx Xxxxx Management as Investment Advisor
	By:	/s/ Xxxxxxx Xxxxxxx
		Name: Xxxxxxx Xxxxxxx
		Title: Vice President
	Xxxxx Xxxxx Institutional Senior Loan Fund, as a Lender
	BY: Xxxxx Xxxxx Management as Investment Advisor
	By:	/s/ Xxxxxxx Xxxxxxx
		Name: Xxxxxxx Xxxxxxx
		Title: Vice President
	Xxxxx Xxxxx Limited Duration Income Fund, as a Lender
	BY: Xxxxx Xxxxx Management as Investment Advisor
	By:	/s/ Xxxxxxx Xxxxxxx
		Name: Xxxxxxx Xxxxxxx
		Title: Vice President
	Xxxxx Xxxxx Senior Floating-Rate Trust, as a Lender
	BY: Xxxxx Xxxxx Management as Investment Advisor
	By:	/s/ Xxxxxxx Xxxxxxx
		Name: Xxxxxxx Xxxxxxx
		Title: Vice President
	Xxxxx Xxxxx Senior Income Trust, as a Lender
	BY: Xxxxx Xxxxx Management as Investment Advisor
	By:	/s/ Xxxxxxx Xxxxxxx
		Name: Xxxxxxx Xxxxxxx
		Title: Vice President

[Signature Page to Second Amendment]

	Xxxxx Xxxxx Short Duration Diversified Income Fund, as a Lender
	BY: Xxxxx Xxxxx Management as Investment Advisor
	By:	/s/ Xxxxxxx Xxxxxxx
		Name: Xxxxxxx Xxxxxxx
		Title: Vice President
	ECP CLO 2013-5, LTD, as a Lender
	BY: Silvermine Capital Management
	By:	/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: Principal
	Elm CLO 2014-1, Ltd., as a Lender
	By:	/s/ Xxxx X. Xxxxx
		Name: Xxxx X. Xxxxx
		Title: Authorized Signatory
	Regence Bluecross Blueshield of Oregon
	By:	Pacific Investment Management Company, LLC as its Investment Advisor
	By:	/s/ Xxxxxx Y.D. Xxx
		Name: Xxxxxx Y.D. Ong
		Title: Executive Vice President
	Regence Blueshield of Idaho
	By:	Pacific Investment Management Company, LLC as its Investment Advisor
	By:	/s/ Xxxxxx Y.D. Xxx
		Name: Xxxxxx Y.D. Ong
		Title: Executive Vice President

[Signature Page to Second Amendment]

	Regence Blueshield
	By:	Pacific Investment Management Company, LLC as its Investment Advisor
	By:	/s/ Xxxxxx Y.D. Xxx
		Name: Xxxxxx Y.D. Ong
		Title: Executive Vice President
	Regence Bluecross Blueshield of Utah
	By:	Pacific Investment Management Company, LLC as its Investment Advisor
	By:	/s/ Xxxxxx Y.D. Xxx
		Name: Xxxxxx Y.D. Ong
		Title: Executive Vice President
	PIMCO Funds Global Investors Series plc: Income Fund
	By:	Pacific Investment Management Company, LLC as its Investment Advisor
	By:	/s/ Xxxxxx Y.D. Xxx
		Name: Xxxxxx Y.D. Ong
		Title: Executive Vice President
	PIMCO Cayman Trust: PIMCO Cayman Bank Loan Fund
	By:	Pacific Investment Management Company, LLC as its Investment Advisor
	By:	/s/ Xxxxxx Y.D. Xxx
		Name: Xxxxxx Y.D. Ong
		Title: Executive Vice President
	PIMCO Funds: Private Account Portfolio Series: PIMCO Senior Floating Rate Portfolio
	By:	Pacific Investment Management Company, LLC as its Investment Advisor
	By:	/s/ Xxxxxx Y.D. Xxx
		Name: Xxxxxx Y.D. Ong
		Title: Executive Vice President

[Signature Page to Second Amendment]

	PIMCO Funds: Senior Floating Rate Fund
	By:	Pacific Investment Management Company, LLC as its Investment Advisor
	By:	/s/ Xxxxxx Y.D. Xxx
		Name: Xxxxxx Y.D. Ong
		Title: Executive Vice President
	Employees’ Retirement System of the State of Rhode Island
	By:	Pacific Investment Management Company, LLC as its Investment Advisor
	By:	/s/ Xxxxxx Y.D. Xxx
		Name: Xxxxxx Y.D. Ong
		Title: Executive Vice President
	A Series Trust of Multi Manager Global Investment Trust – PIMCO Cayman Bank Loan Libor Plus Fund JPY Hedge
	By:	Pacific Investment Management Company, LLC as its Investment Advisor
	By:	/s/ Xxxxxx Y.D. Xxx
		Name: Xxxxxx Y.D. Ong
		Title: Executive Vice President
	PIMCO Bermuda Trust II: PIMCO Bermuda Bank Loan Fund (M)
	By:	Pacific Investment Management Company, LLC as its Investment Advisor
	By:	/s/ Xxxxxx Y.D. Xxx
		Name: Xxxxxx Y.D. Ong
		Title: Executive Vice President
	PIMCO Funds Ireland plc: PIMCO Senior Loan Fund
	By:	Pacific Investment Management Company, LLC as its Investment Advisor
	By:	/s/ Xxxxxx Y.D. Xxx
		Name: Xxxxxx Y.D. Ong
		Title: Executive Vice President

[Signature Page to Second Amendment]

	eSure - Insurance Limited, as a Lender
	By:	/s/ Xxxxxx Xxxxxxx
		Name: Xxxxxx Xxxxxxx
		Title: Closer
	Falcon Senior Loan Fund Ltd., as a Lender
	BY: Apollo Fund Management LLC As Its Investment Manager
	By:	/s/ Xxx Xxxxxxx
		Name: Xxx Xxxxxxx
		Title: Vice President
	Farm Credit Bank of Texas, as a Lender
	By:	/s/ Xxxx X. X. Xxxxxxx
		Name: Xxxx X. X. Xxxxxxx
		Title: Director Capital Markets
	Ballyrock CLO 2013-1 Limited
	By: Ballyrock Investment Advisors LLC, as Collateral Manager, as a Lender
	By:	/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		Title: Assistant Treasurer
	Ballyrock CLO 2014-1 Limited
	By: Ballyrock Investment Advisors LLC, as Collateral Manager, as a Lender
	By:	/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		Title: Assistant Treasurer

[Signature Page to Second Amendment]

	Fidelity Floating Rate High Income Fund
	for Fidelity Investments Canada ULC as Trustee of Fidelity Floating Rate High Income Fund, as a Lender
	By:	/s/ Xxxxxx X. Xxxxx
		Name: Xxxxxx X.Xxxxx
		Title: Authorized Signatory
	Fidelity Income Fund: Fidelity Total Bond Fund, as a Lender
	By:	/s/ Xxxxxx X. Xxxxx
		Name: Xxxxxx X.Xxxxx
		Title: Authorized Signatory
	Fidelity Central Investment Portfolios LLC: Fidelity Floating Rate Central Fund, as a Lender
	By:	/s/ Xxxxxx X. Xxxxx
		Name: Xxxxxx X.Xxxxx
		Title: Authorized Signatory
	Fidelity Summer Street Trust: Fidelity Series Floating Rate High Income Fund, as a Lender
	By:	/s/ Xxxxxx X. Xxxxx
		Name: Xxxxxx X.Xxxxx
		Title: Authorized Signatory
	Fidelity Advisor Series I: Fidelity Advisor Floating Rate High Income Fund, as a Lender
	By:	/s/ Xxxxxx X. Xxxxx
		Name: Xxxxxx X.Xxxxx
		Title: Authorized Signatory

[Signature Page to Second Amendment]

	Pyramis Leveraged Loan LP
	By: Pyramis Global Advisors LLC as Investment Manager, as a Lender
	By:	/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: VP Treasury
	Advanced Series Trust-AST FI Pyramis Quantitative Portfolio
	By: Pyramis Global Advisors LLC as Investment Manager, as a Lender
	By:	/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: VP Treasury
	Pyramis Floating Rate High Income Commingled Pool
	By: Pyramis Global Advisors Trust Company as Trustee, as a Lender
	By:	/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: VP Treasury
	Variable Insurance Products Fund: Floating Rate High Income Portfolio, as a Lender
	By:	/s/ Xxxxxx X. Xxxxx
		Name: Xxxxxx X.Xxxxx
		Title: Authorized Signatory

[Signature Page to Second Amendment]

	Xxxxxxxx CLO 2013-1, Ltd., as a Lender
	BY: TCW Asset Management Company as Investment Manager
	By:	/s/ Xxxx Xxxx
		Name: Xxxx Xxxx
		Title: Managing Director
	By:	/s/ Xxxx Xxxx
		Name: Xxxx Xxxx
		Title: Senior Vice President
	XXXXXXXX CLO 2013-2, LTD, as a Lender
	BY: TCW Asset Management Company as Investment Manager
	By:	/s/ Xxxx Xxxx
		Name: Xxxx Xxxx
		Title: Managing Director
	By:	/s/ Xxxx Xxxx
		Name: Xxxx Xxxx
		Title: Senior Vice President
	Flagship VII Limited, as a Lender
	BY: Deutsche Investment Management Americas Inc. , As Investment Manager
	By:	/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		Title: Portfolio Manager
	By:	/s/ Xxxxxxx Xxxxxxxx
		Name: Xxxxxxx Xxxxxxxx
		Title: Head of High Yield and Leverage Loan Research

[Signature Page to Second Amendment]

	Fortress Credit BSL II Limited, as a Lender
	BY: FC BSL II CM LLC, its collateral manager
	By:	/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: Authorized Signatory
	Xxxx Xxxxx CLO, Ltd., as a Lender
	By:	/s/ Xxxxx Xxxxxx
		Name: XXXXX XXXXXX
		Title: FRANKLIN ADVISORS , INC. AS COLLATERAL MANAGER VICE PRESIDENT
	Franklin Xxxxxxxxx Series II Funds – Franklin Floating Rate II Fund, as a Lender
	By:	/s/ Xxxxxxxx Xxx
		Name: Xxxxxxxx Xxx
		Title: Asst. Vice President
	Franklin Floating Rate Master Trust – Franklin Floating Rate Master Series, as a Lender
	By:	/s/ Xxxxxxxx Xxx
		Name: Xxxxxxxx Xxx
		Title: Asst. Vice President
	Franklin Limited Duration Income Trust (FKA Franklin Xxxxxxxxx Limited Duration Income Trust), as a Lender
	By:	/s/ Xxxxxxxx Xxx
		Name: Xxxxxxxx Xxx
		Title: Asst. Vice President
	Franklin Investors Securities Trust – Franklin Floating Rate Daily Access Fund, as a Lender
	By:	/s/ Xxxxxxxx Xxx
		Name: XXXXXXXX XXX
		Title: VICE PRESIDENT

[Signature Page to Second Amendment]

	Franklin Xxxxxxxxx Series II Funds – Franklin Upper Tier Floating Rate Fund, as a Lender
	By:	/s/ Hague Xxx Xxxxxx
		Name: Hague Xxx Xxxxxx
		Title: Authorized Signer
	Fraser Xxxxxxxx CLO VII Ltd., as a Lender
	By: 3i Debt Management US, LLC as Manager
	By:	/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: Partner
	G.A.S. (Cayman) Limited, as Trustee on behalf of Octagon Joint Credit Trust Series I (and not in its individual capacity), as a Lender
	BY: Octagon Credit Investors, LLC, as Portfolio Manager
	By:	/s/ Xxxxxxxx X. Xxxxxx
		Name: Xxxxxxxx X. Xxxxxx
		Title: Managing Director of Portfolio Administration
	Galaxy XI CLO, Ltd., as a Lender
	BY: PineBridge Investments LLC As Collateral Manager
	By:	/s/ Xxxxxx Oh
		Name: Xxxxxx Oh
		Title: Managing Director
	Galaxy XII CLO, Ltd., as a Lender
	BY: PineBridge Investments LLC As Collateral Manager
	By:	/s/ Xxxxxx Oh
		Name: Xxxxxx Oh
		Title: Managing Director

[Signature Page to Second Amendment]

	Galaxy XIV CLO, Ltd., as a Lender
	BY: PineBridge Investments LLC As Collateral Manager
	By:	/s/ Xxxxxx Oh
		Name: Xxxxxx Oh
		Title: Managing Director
	Galaxy XV CLO, Ltd., as a Lender
	BY: PineBridge Investments LLC As Collateral Manager
	By:	/s/ Xxxxxx Oh
		Name: Xxxxxx Oh
		Title: Managing Director
	Galaxy XVI CLO, Ltd., as a Lender
	BY: Pinebridge Investments LLC As Collateral Manager
	By:	/s/ Xxxxxx Oh
		Name: Xxxxxx Oh
		Title: Managing Director
	Metropolitan Life Insurance Company, as a Lender
	By:	/s/ Xxxx XxXxxxxx
		Name: Xxxx XxXxxxxx
		Title: Managing Director
	Great American Life Insurance Company, as a Lender
	By:	/s/ Xxxx XxXxxxxx
		Name: Xxxx XxXxxxxx
		Title: Managing Director

[Signature Page to Second Amendment]

	Metropolitan Tower Life Insurance Company, as a Lender
	By:	/s/ Xxxx XxXxxxxx
		Name: Xxxx XxXxxxxx
		Title: Managing Director
	Global Credit Return Fund N.V., in relation to the Series 2009-01 Notes, as a Lender
	By:	/s/ Xxxxxx Xxxx
		Name: Xxxxxx Xxxx
		Title: Portfolio Manager
	By:	/s/ Xxxxxx Xxxxx Xxxx
		Name: Xxxxxx Xxxxx Xxxx
		Title: Portfolio Manager
	XXXXXXX SACHS BANK USA, as a Lender
	By:	/s/ Xxxxxxxx Xxxxxxx
		Name: Xxxxxxxx Xxxxxxx
		Title: Authorized Signatory
	Google Inc., as a Lender
	BY: Xxxxx Xxxxx Management as Investment Advisor
	By:	/s/ Xxxxxxx Xxxxxxx
		Name: Xxxxxxx Xxxxxxx
		Title: Vice President
	Guggenheim Build America Bonds Managed Duration Trust, as a Lender
	BY: Guggenheim Partners Investment Management, LLC
	By:	/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Managing Director

[Signature Page to Second Amendment]

	Halcyon Loan Advisors Funding 2012-2, Ltd., as a Lender
	BY: Halcyon Loan Advisors 2012-2 LLC as collateral manager
	By:	/s/ Xxxxx Xxxxxxx
		Name: Xxxxx Xxxxxxx
		Title: Controller
	Halcyon Loan Advisors Funding 2014-2 Ltd., as a Lender
	By: Halcyon Loan Advisors 2014-2 LLC as collateral manager
	By:	/s/ Xxxxx Xxxxxxx
		Name: Xxxxx Xxxxxxx
		Title: Controller
	Halcyon Loan Advisors Funding 2014-3 Ltd, as a Lender
	BY: Halcyon Loan Advisors 2014-3 LLC as Collateral Manager
	By:	/s/ Xxxxx Xxxxxxx
		Name: Xxxxx Xxxxxxx
		Title: Controller
	Highbridge Loan Management 2012-1, Ltd., as a Lender
	By: Highbridge Principal Strategies LLC, its Investment Manager
	By:	/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: Senior Vice President

[Signature Page to Second Amendment]

	Highbridge Loan Management 2013-2, Ltd., as a Lender
	By: Highbridge Principal Strategies LLC, Its Investment Manager
	By:	/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: Senior Vice President
	Highbridge Loan Management 3-2014 Ltd., as a Lender
	By: Highbridge Principal Strategies LLC, its Investment Manager
	By:	/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: Senior Vice President
	Highbridge Loan Management 4-2014, Ltd., as a Lender
	By: Highbridge Principal Strategies, LLC, Its Investment Manager
	By:	/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: Senior Vice President
	Highbridge Loan Management 5-2015, Ltd., as a Lender
	By: Highbridge Principal Strategies, LLC, Its Investment Manager
	By:	/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: Senior Vice President
	Honeywell International Inc Master Retirement Trust, as a Lender
	By:	/s/ Xxxxxxxx News
		Name: Xxxxxxxx News
		Title: Sr. Portfolio Manager

[Signature Page to Second Amendment]

	HORIZONS ACTIVE FLOATING RATE SENIOR LOAN ETF, as a Lender
	Xxxxx Xxxxxxx Managing Director, AlphaCredit
	By:	/s/ Xxxxx Xxxxxxx
		Name: Xxxxx Xxxxxxx
		Title: Managing Director
	Houston Casualty Company, as a Lender
	BY: BlackRock Investment Management, LLC, its Investment Manager
	By:	/s/ Xxx Xxxxxx
		Name: Xxx Xxxxxx
		Title: Authorized Signatory
	IAM National Pension Fund, as a Lender
	By: Guggenheim Partners Investment Management, LLC as Adviser
	By:	/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Managing Director
	ATLAS SENIOR LOAN FUND, LTD.  By: Crescent Capital Group LP, its advisor
	By:	/s/ Xxxxx XxXxxx
		Name: Xxxxx XxXxxx
		Title: Assistant Vice President
	By:	/s/ Xxxxxxxx Xxxxxxx
		Name: Xxxxxxxx Xxxxxxx
		Title: Vice President

[Signature Page to Second Amendment]

	ATLAS SENIOR LOAN FUND II, LTD.  By: Crescent Capital Group LP, its advisor
	By:	/s/ Xxxxx XxXxxx
		Name: Xxxxx XxXxxx
		Title: Assistant Vice President
	By:	/s/ Xxxxxxxx Xxxxxxx
		Name: Xxxxxxxx Xxxxxxx
		Title: Vice President
	ATLAS SENIOR LOAN FUND III, LTD.  By: Crescent Capital Group LP, its advisor
	By:	/s/ Xxxxx XxXxxx
		Name: Xxxxx XxXxxx
		Title: Assistant Vice President
	By:	/s/ Xxxxxxxx Xxxxxxx
		Name: Xxxxxxxx Xxxxxxx
		Title: Vice President
	ATLAS SENIOR LOAN FUND IV, LTD.  By: Crescent Capital Group LP, its advisor
	By:	/s/ Xxxxx XxXxxx
		Name: Xxxxx XxXxxx
		Title: Assistant Vice President
	By:	/s/ Xxxxxxxx Xxxxxxx
		Name: Xxxxxxxx Xxxxxxx
		Title: Vice President
	ATLAS SENIOR LOAN FUND V, LTD.  By: Crescent Capital Group LP, its advisor
	By:	/s/ Xxxxx XxXxxx
		Name: Xxxxx XxXxxx
		Title: Assistant Vice President
	By:	/s/ Xxxxxxxx Xxxxxxx
		Name: Xxxxxxxx Xxxxxxx
		Title: Vice President

[Signature Page to Second Amendment]

	ATLAS SENIOR LOAN FUND VI, LTD.  By: Crescent Capital Group LP, its advisor
	By:	/s/ Xxxxx XxXxxx
		Name: Xxxxx XxXxxx
		Title: Assistant Vice President
	By:	/s/ Xxxxxxxx Xxxxxxx
		Name: Xxxxxxxx Xxxxxxx
		Title: Vice President
	ATLAS SENIOR LOAN FUND VII, LTD.  By: Crescent Capital Group LP, its advisor
	By:	/s/ Xxxxx XxXxxx
		Name: Xxxxx XxXxxx
		Title: Assistant Vice President
	By:	/s/ Xxxxxxxx Xxxxxxx
		Name: Xxxxxxxx Xxxxxxx
		Title: Vice President
	CRESCENT LONG/SHORT CREDIT OPPORTUNITY, L.P.  By: Crescent Capital Group LP, its sub-advisor
	By:	/s/ Xxxxx XxXxxx
		Name: Xxxxx XxXxxx
		Title: Assistant Vice President
	By:	/s/ Xxxxxxxx Xxxxxxx
		Name: Xxxxxxxx Xxxxxxx
		Title: Vice President
	ILLINOIS STATE BOARD OF INVESTMENT  By: Crescent Capital Group LP, its sub-advisor
	By:	/s/ Xxxxx XxXxxx
		Name: Xxxxx XxXxxx
		Title: Assistant Vice President
	By:	/s/ Xxxxxxxx Xxxxxxx
		Name: Xxxxxxxx Xxxxxxx
		Title: Vice President

[Signature Page to Second Amendment]

	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
	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
	Ironshore Inc., as a Lender
	BY: BlackRock Financial Management, Inc., its Investment Advisor
	By:	/s/ Xxx Xxxxxx
		Name: Xxx Xxxxxx
		Title: Authorized Signatory
	Jamestown CLO I Ltd., as a Lender
	By: 3i Debt Management US, LLC as Manager
	By:	/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: Partner
	Jamestown CLO II Ltd., as a Lender
	By: 3i Debt Management US, LLC as Manager
	By:	/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: Partner

[Signature Page to Second Amendment]

	Jamestown CLO III Ltd., as a Lender
	BY: 3i Debt Management U.S. LLC, as Portfolio Manager
	By:	/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: Partner
	Jamestown CLO IV Ltd., as a Lender
	BY: 3i Debt Management U.S. LLC, as Portfolio Manager
	By:	/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: Partner
	JNL/Xxxxxxxxx Xxxxxx Strategic Income Fund, as a Lender
	By:	/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: Authorized Signatory
	JPMORGAN CHASE BANK, N.A., as a Lender
	By:	/s/ Xxxxxxx Xxxx
		Name: Xxxxxxx Xxxx
		Title: Vice President
	X.X. Xxxxxx Whitefriars Inc., as a Lender
	By:	/s/ Xxxxxxxx X. Xxxxxx
		Name: Xxxxxxxx X. Xxxxxx
		Title: Attorney-in-Fact

[Signature Page to Second Amendment]

	JPMBI re Blackrock Bankloan Fund, as a Lender
	BY: BlackRock Financial Management Inc., as Sub- Advisor
	By:	/s/ Xxx Xxxxxx
		Name: Xxx Xxxxxx
		Title: Authorized Signatory
	KCAP Senior Funding I, LLC, as a Lender
	BY: KCAP Financial, Inc.
	By:	/s/ Xxxxxx Xxxxxxxx
		Name: Xxxxxx Xxxxxxxx
		Title: Authorized Signatory
	KVK CLO 2014-2 Ltd., as a Lender
	By:	/s/ Xxxxx Xxxxxxxxx
		Name: Xxxxx Xxxxxxxxx
		Title: Vice President
	KVK CLO 2014-3 Ltd., as a Lender
	By:	/s/ Xxxxx Xxxxxxxxx
		Name: Xxxxx Xxxxxxxxx
		Title: Vice President
	Lancashire Insurance Company Limited, as a Lender
	By: PineBridge Investments Europe Limited As Collateral Manager
	By:	/s/ Xxxxxx Oh
		Name: Xxxxxx Oh
		Title: Managing Director

[Signature Page to Second Amendment]

	LCM IX Limited Partnership
	By:	LCM Asset Management LLC
		As Collateral Manager
	as a Lender
	By:	/s/ Xxxxxxxxx X. Xxxxx
		Name:
		Title:
		LCM Asset Management LLC
		Xxxxxxxxx X. Xxxxx
	LCM X Limited Partnership
	By:	LCM Asset Management LLC
		As Collateral Manager
	as a Lender
	By:	/s/ Xxxxxxxxx X. Xxxxx
		Name:
		Title:
		LCM Asset Management LLC
		Xxxxxxxxx X. Xxxxx
	LCM XII Limited Partnership
	By:	LCM Asset Management LLC
		As Collateral Manager
	as a Lender
	By:	/s/ Xxxxxxxxx X. Xxxxx
		Name:
		Title:
		LCM Asset Management LLC
		Xxxxxxxxx X. Xxxxx
	LCM XIII Limited Partnership
	By:	LCM Asset Management LLC
		As Collateral Manager
	as a Lender
	By:	/s/ Xxxxxxxxx X. Xxxxx
		Name:
		Title:
		LCM Asset Management LLC
		Xxxxxxxxx X. Xxxxx

[Signature Page to Second Amendment]

	LCM XIV Limited Partnership
	By:			LCM Asset Management LLC
				As Collateral Manager
	as a Lender
	By:			/s/ Xxxxxxxxx X. Xxxxx
				Name:
				Title:
				LCM Asset Management LLC
				Xxxxxxxxx X. Xxxxx
	LCM XV Limited Partnership
	By:			LCM Asset Management LLC
				As Collateral Manager
	as a Lender
	By:			/s/ Xxxxxxxxx X. Xxxxx
				Name:
				Title:
				LCM Asset Management LLC
				Xxxxxxxxx X. Xxxxx
	LCM XVI Limited Partnership
	By:			LCM Asset Management LLC
				As Collateral Manager
	as a Lender
	By:			/s/ Alexander B. Kenna
				Name:
				Title:
				LCM Asset Management LLC
				Alexander B. Kenna
		Lexington Insurance Company, as a Lender
		By: Invesco Senior Secured Management, Inc. as Investment Manager
		By:	/s/ Kevin Egan
			Name: Kevin Egan
			Title: Authorized Individual

[Signature Page to Second Amendment]

	Linde Pension Plan Trust, as a Lender
	By: Invesco Senior Secured Management, Inc. as Investment Manager
	By:	/s/ Kevin Egan
		Name: Kevin Egan
		Title: Authorized Individual
	Lockwood Grove CLO, Ltd.
	By: Tall Tree Investment Management, LLC, as Collateral Manager
	as a Lender
	By:	/s/ Michael J. Starshak Jr.
		Name: Michael j. Starshak Jr.
		Title: Officer
	Magnetite IX, Limited, as a Lender
	BY: BlackRock Financial Management, Inc., its Collateral Manager
	By:	/s/ Rob Jacobi
		Name: Rob Jacobi
		Title: Vice President
	Magnetite VI, Limited, as a Lender
	BY: BlackRock Financial Management, Inc., its Collateral Manager
	By:	/s/ Rob Jacobi
		Name: Rob Jacobi
		Title: Authorized Signatory
	Magnetite VII, Limited, as a Lender
	BY: BlackRock Financial Management Inc., Its Collateral Manager
	By:	/s/ Rob Jacobi
		Name: Rob Jacobi
		Title: Authorized Signatory

[Signature Page to Second Amendment]

	Magnetite VIII, Limited, as a Lender
	BY: BlackRock Financial Management Inc., Its Collateral Manager
	By:	/s/ Rob Jacobi
		Name: Rob Jacobi
		Title: Vice President
	Manulife Floating Rate Income Fund, as a Lender
	By:	/s/ Jim Roth
		Name: Jim Roth
		Title: Manager
	Manulife Investments Trust - Floating Rate Income Fund, as a Lender
	By:	/s/ Jim Roth
		Name: Jim Roth
		Title: Manager
	Manulife U.S. Dollar Floating Rate Income Fund, as a Lender
	By:	/s/ Jim Roth
		Name: Jim Roth
		Title: Manager
	Marathon CLO IV Ltd., as a Lender
	By:	/s/ Louis Hanover
		Name: Louis Hanover
		Title: Authorized Signatory
	Marathon CLO V Ltd., as a Lender
	By:	/s/ Louis Hanover
		Name: Louis Hanover
		Title: Authorized Signatory

[Signature Page to Second Amendment]

	Marea CLO, Ltd., as a Lender
	BY: Invesco Senior Secured Management, Inc. as Collateral Manager
	By:	/s/ Kevin Egan
		Name: Kevin Egan
		Title: Authorized Individual
	C.M. LIFE INSURANCE COMPANY MASSACHUETTES MUTUAL LIFE INSURANCE COMPANY, each as a Lender
	By: Babson Capital Management LLC as Investment Advisor
	By:	/s/ James Chemplovil
		Name: James Chemplovil
		Title: Director
	BABSON CLO LTD. 2012-II BABSON CLO LTD. 2013-I BABSON CLO LTD. 2013-II BABSON CLO LTD. 2014-I, each as a Lender
	By: Babson Capital Management LLC as Collateral Manager
	By:	/s/ James Chemplovil
		Name: James Chemplovil
		Title: Director
	BROWN BROTHERS HARRIMAN TRUST COMPANY (CAYMAN) LIMITED acting solely in its capacity as Trustee of BABSON CAPITAL BANK LOAN FUND, a series of trust of the Multi Manager Global Investment Trust as a Lender
	By: Babson Capital Management LLC as Investment Manager and Attorney-in-fact
	By:	/s/ James Chemplovil
		Name: James Chemplovil
		Title: Director

[Signature Page to Second Amendment]

	AXA IM Paris S.A. for and on behalf of Matignon Leveraged Loans Limited, as a Lender
	By:	/s/
		Name:
		Title: Portfolio Manager
	By:	/s/
		Name:
		Title: Senior Analyst
	MET Investors Series Trust -Met/Eaton Vance Floating Rate Portfolio, as a Lender
	BY: Eaton Vance Management as Investment Sub- Advisor
	By:	/s/ Michael Botthof
		Name: Michael Botthof
		Title: Vice President
	Metropolitan West Floating Rate Income Fund, as a Lender
	BY: Metropolitan West Asset Management as Investment Manager
	By:	/s/ Bibi Khan
		Name: Bibi Khan
		Title: Managing Director
	By:	/s/ Nora Olan
		Name: Nora Olan
		Title: Senior Vice President
	MidOcean Credit CLO III, as a Lender
	By: MidOcean Credit Fund Management LP, as Portfolio Manager
	By:	Ultramar Credit Holdings, Ltd., its General Partner
	By:	/s/ Jim Wiant
		Name: Jim Wiant
		Title: Managing Director

[Signature Page to Second Amendment]

	MORGAN STANLEY BANK, N.A., as a Lender
	By:	/s/ John Durland
		Name: John Durland
		Title: Authorized Signatory
	Morgan Stanley Senior Funding, Inc., as a Lender
	By:	/s/ Adam Savarese
		Name: Adam Savarese
		Title: Authorized Signatory
	Mountain View CLO 2013-1 Ltd., as a Lender
	By: Seix Investment Advisors LLC, as Collateral Manager
	By:	/s/ George Goudelias
		Name: George Goudelias
		Title: Managing Director
	Mt. Whitney Securities Inc., as a Lender
	BY: Deutsche Investment Management Americas Inc. As Manager
	By:	/s/ Eric Meyer
		Name: Eric Meyer
		Title: Portfolio Manager
	By:	/s/ Colleen Cunniffe
		Name: Colleen Cunniffe
		Title: Head of High Yield and Leverage Loan Research

[Signature Page to Second Amendment]

	National Union Fire Insurance Company of Pittsburgh, Pa., as a Lender
	By: Invesco Senior Secured Management, Inc. as Investment Manager
	By:	/s/ Kevin Egan
		Name: Kevin Egan
		Title: Authorized Individual
	Nomura Loan Trust, as a Lender
	By:	/s/ Steven Rosenthal
		Name: Steven Rosenthal
		Title: Executive Director
	Nomura Bond and Loan Fund, as a Lender
	By:	/s/ Steven Rosenthal
		Name: Steven Rosenthal
		Title: Executive Director
	Neuberger Berman CLO XVI, Ltd., as a Lender
	By Neuberger Berman Fixed Income LLC as collateral Manager
	By:	/s/ Colin Donlan
		Name: Colin Donlan
		Title: Authorized Signatory
	Neuberger Berman CLO XVII, Ltd., as a Lender
	By Neuberger Berman Fixed Income LLC as collateral manager
	By:	/s/ Colin Donlan
		Name: Colin Donlan
		Title: Authorized Signatory

[Signature Page to Second Amendment]

	Neuberger Berman Strategic Income Fund, as a Lender
	By:	/s/ Colin Donlan
		Name: Colin Donlan
		Title: Authorized Signatory
	NEUBERGER BERMAN US STRATEGIC INCOME FUND, as a Lender
	By:	/s/ Colin Donlan
		Name: Colin Donlan
		Title: Authorized Signatory
	Nomad CLO, Ltd., as a Lender
	BY: Invesco Senior Secured Management, Inc. as Collateral Manager
	By:	/s/ Kevin Egan
		Name: Kevin Egan
		Title: Authorized Individual
	Nomura Corporate Funding Americas, LLC, as a Lender
	By:	/s/ Andrew Keith
		Name: Andrew Keith
		Title: Executive Director
	North End CLO, Ltd, as a Lender
	BY: Invesco Senior Secured Management, Inc. as Investment Manager
	By:	/s/ Kevin Egan
		Name: Kevin Egan
		Title: Authorized Individual

[Signature Page to Second Amendment]

	NORTHWOODS CAPITAL IX, LIMITED, as a Lender
	By: Angelo, Gordon & Co., LP as Collateral Manager
	By:	/s/ Bruce Martin
		Name: Bruce Martin
		Title: Managing Director
	NORTHWOODS CAPITAL XI, LIMITED, as a Lender
	BY: Angelo, Gordon & Co., LP As Collateral Manager
	By:	/s/ Bruce Martin
		Name: Bruce Martin
		Title: Managing Director
	NORTHWOODS CAPITAL XII, LIMITED, as a Lender
	BY: Angelo, Gordon & Co., LP As Collateral Manager
	By:	/s/ Bruce Martin
		Name: Bruce Martin
		Title: Managing Director
	Northwoods Capital XIV, Limited, as a Lender
	BY: Angelo, Gordon & Co., LP As Collateral Manager
	By:	/s/ Bruce Martin
		Name: Bruce Martin
		Title: Managing Director
	NZCG Funding Ltd, as a Lender
	BY: Guggenheim Partners Investment Management, LLC as Collateral Manager
	By:	/s/ Kaitlin Trinh
		Name: Kaitlin Trinh
		Title: Managing Director

[Signature Page to Second Amendment]

	Oaktree CLO 2014-1 Ltd., as a Lender
	BY: Oaktree Capital Management, L.P. Its: Collateral Manager
	By:	/s/ Armen Panossian
		Name: Armen Panossian
		Title: Managing Director
	By:	/s/ William Wang
		Name: William Wang
		Title: Vice President
	Oaktree EIF II Series A1, Ltd., as a Lender
	BY: Oaktree Capital Management, L.P. its: Collateral Manager
	By:	/s/ Armen Panossian
		Name: Armen Panossian
		Title: Managing Director
	By:	/s/ William Wang
		Name: William Wang
		Title: Vice President
	Oaktree Enhanced Income Funding Series II, Ltd., as a Lender
	BY: Oaktree Capital Management, L.P. Its: Collateral Manager
	By:	/s/ Armen Panossian
		Name: Armen Panossian
		Title: Managing Director
	By:	/s/ William Wang
		Name: William Wang
		Title: Vice President

[Signature Page to Second Amendment]

	Oaktree Enhanced Income Funding Series III, Ltd., as a Lender
	BY: Oaktree Capital Management, L.P. Its: Collateral Manager
	By:	/s/ Armen Panossian
		Name: Armen Panossian
		Title: Managing Director
	By:	/s/ William Wang
		Name: William Wang
		Title: Vice President
	Oaktree Enhanced Income Funding Series IV, Ltd., as a Lender
	BY: Oaktree Capital Management, L.P. Its: Collateral Manager
	By:	/s/ Armen Panossian
		Name: Armen Panossian
		Title: Managing Director
	By:	/s/ William Wang
		Name: William Wang
		Title: Vice President
	Oaktree Senior Loan Fund, L.P., as a Lender
	BY: Oaktree Senior Loan Fund GP, L.P. Its: General Partner, By: Oaktree Fund GP IIA, LLC Its: General Partner, By: Oaktree Fund GP II, L.P. Its: Managing Membe
	By:	/s/ Armen Panossian
		Name: Armen Panossian
		Title: Managing Director
	By:	/s/ William Wang
		Name: William Wang
		Title: Vice President

[Signature Page to Second Amendment]

	Ocean Trails CLO V, as a Lender
	BY: West Gate Horizons Advisors LLC, as Asset Manager
	By:	/s/ Heidi Skor
		Name: Heidi Skor
		Title: Senior Credit Analyst
	Octagon Delaware Trust 2011, as a Lender
	BY: Octagon Credit Investors, LLC as Portfolio Manager
	By:	/s/ Margaret B. Harvey
		Name: Margaret B. Harvey
		Title: Managing Director of Portfolio Administration
	Octagon Investment Partners XVIII, Ltd., as a Lender
	BY: Octagon Credit Investors, LLC as Collateral Manager
	By:	/s/ Margaret B. Harvey
		Name: Margaret B. Harvey
		Title: Managing Director of Portfolio Administration
	Octagon Investment Partners XX, Ltd., as a Lender
	By: Octagon Credit Investors, LLC as Portfolio Manager
	By:	/s/ Margaret B. Harvey
		Name: Margaret B. Harvey
		Title: Managing Director of Portfolio Administration

[Signature Page to Second Amendment]

	Octagon Investment Partners XXI, Ltd., as a Lender
	By: Octagon Credit Investors, LLC as Portfolio Manager
	By:	/s/ Margaret B. Harvey
		Name: Margaret B. Harvey
		Title: Managing Director of Portfolio Administration
	Octagon Investment Partners XXII, Ltd, as a Lender
	By: Octagon Credit Investors, LLC as Collateral Manager
	By:	/s/ Margaret B. Harvey
		Name: Margaret B. Harvey
		Title: Managing Director of Portfolio Administration
	Octagon Paul Credit Fund Series I, Ltd., as a Lender
	BY: Octagon Credit Investors, LLC as Portfolio Manager
	By:	/s/ Margaret B. Harvey
		Name: Margaret B. Harvey
		Title: Managing Director of Portfolio Administration
	OHA CREDIT PARTNERS IX, LTD., as a Lender
	By: Oak Hill Advisors, L.P. as Portfolio Manager
	By:	/s/ Glenn August
		Name: Glenn August
		Title: Authorized Signatory

[Signature Page to Second Amendment]

	OHA CREDIT PARTNERS VI, LTD., as a Lender
	By: Oak Hill Advisors, L.P. As its portfolio manager
	By:	/s/ Glenn August
		Name: Glenn August
		Title: Authorized Signatory
	OHA CREDIT PARTNERS VII, LTD., as a Lender
	BY: Oak Hill Advisors, L.P., as Portfolio Manager
	By:	/s/ Glenn August
		Name: Glenn August
		Title: Authorized Signatory
	OHA CREDIT PARTNERS VIII, LTD., as a Lender
	By: Oak Hill Advisors, L.P. as Warehouse Portfolio Manager
	By:	/s/ Glenn August
		Name: Glenn August
		Title: Authorized Signatory
	OHA CREDIT PARTNERS X, LTD., as a Lender
	By: Oak Hill Advisors, L.P. as Portfolio Manager
	By:	/s/ Glenn August
		Name: Glenn August
		Title: Authorized Signatory

[Signature Page to Second Amendment]

	OHA LOAN FUNDING 2012-1, LTD., as a Lender
	By: Oak Hill Advisors, L.P. As Portfolio Manager
	By:	/s/ Glenn August
		Name: Glenn August
		Title: Authorized Signatory
	OHA LOAN FUNDING 2013-1, LTD., as a Lender
	By: Oak Hill Advisors, L.P. as Portfolio Manager
	By:	/s/ Glenn August
		Name: Glenn August
		Title: Authorized Signatory
	OHA LOAN FUNDING 2013-2, LTD., as a Lender
	By: Oak Hill Advisors, L.P. As Portfolio Manager
	By:	/s/ Glenn August
		Name: Glenn August
		Title: Authorized Signatory
	OZLM FUNDING, LTD., as a Lender
	By: Och-Ziff Loan Management LP, its portfolio manager
	By: Och-Ziff Loan Management LLC, its general partner
	By:	/s/ Joel Frank
		Name: Joel Frank
		Title: Chief Financial Officer

[Signature Page to Second Amendment]

	OZLM FUNDING II, LTD., as a Lender
	By: Och-Ziff Loan Management LP, its portfolio manager
	By: Och-Ziff Loan Management LLC, its general partner
	By:	/s/ Joel Frank
		Name: Joel Frank
		Title: Chief Financial Officer
	OZLM FUNDING III, LTD., as a Lender
	By: Och-Ziff Loan Management LP, its portfolio manager
	By: Och-Ziff Loan Management LLC, its general partner
	By:	/s/ Joel Frank
		Name: Joel Frank
		Title: Chief Financial Officer
	OZLM FUNDING IV, LTD., as a Lender
	By: Och-Ziff Loan Management LP, its portfolio manager
	By: Och-Ziff Loan Management LLC, its general partner
	By:	/s/ Joel Frank
		Name: Joel Frank
		Title: Chief Financial Officer
	OZLM FUNDING V, LTD., as a Lender
	By: Och-Ziff Loan Management LP, its portfolio manager
	By: Och-Ziff Loan Management LLC, its general partner
	By:	/s/ Joel Frank
		Name: Joel Frank
		Title: Chief Financial Officer

[Signature Page to Second Amendment]

	OZLM VI, LTD., as a Lender
	By: Och-Ziff Loan Management LP, its portfolio manager
	By: Och-Ziff Loan Management LLC, its general partner
	By:	/s/ Joel Frank
		Name: Joel Frank
		Title: Chief Financial Officer
	OZLM VII, LTD., as a Lender
	By: Och-Ziff Loan Management LP, its portfolio manager
	By: Och-Ziff Loan Management LLC, its general partner
	By:	/s/ Joel Frank
		Name: Joel Frank
		Title: Chief Financial Officer
	OZLM VIII, LTD., as a Lender
	By: Och-Ziff Loan Management LP, its portfolio manager
	By: Och-Ziff Loan Management LLC, its general partner
	By:	/s/ Joel Frank
		Name: Joel Frank
		Title: Chief Financial Officer
	OZLM IX, LTD., as a Lender
	By: Och-Ziff Loan Management LP, its portfolio manager
	By: Och-Ziff Loan Management LLC, its general partner
	By:	/s/ Joel Frank
		Name: Joel Frank
		Title: Chief Financial Officer

[Signature Page to Second Amendment]

	OZLM X, LTD., as a Lender
	By: Och-Ziff Loan Management LP, its portfolio manager
	By: Och-Ziff Loan Management LLC, its general partner
	By:	/s/ Joel Frank
		Name: Joel Frank
		Title: Chief Financial Officer
	OZLM XI, LTD., as a Lender
	By: Och-Ziff Loan Management LP, its portfolio manager
	By: Och-Ziff Loan Management LLC, its general partner
	By:	/s/ Joel Frank
		Name: Joel Frank
		Title: Chief Financial Officer
	OZLM XII, LTD., as a Lender
	By: Och-Ziff Loan Management LP, its portfolio manager
	By: Och-Ziff Loan Management LLC, its general partner
	By:	/s/ Joel Frank
		Name: Joel Frank
		Title: Chief Financial Officer
	Pacific Select Fund Floating Rate Loan Portfolio, as a Lender
	BY: Eaton Vance Management as Investment Sub- Advisor
	By:	/s/ Michael Botthof
		Name: Michael Botthof
		Title: Vice President

[Signature Page to Second Amendment]

	PAYDEN FLOATING RATE FUND, as a Lender
	BY: Payden & Rygel as Investment Adviser
	By:	/s/ Jordan Lopez
		Name: Jordan Lopez
		Title: High Yield Strategist
	PAYDEN STRATEGIC INCOME FUND, as a Lender
	BY: Payden & Rygel as Investment Adviser
	By:	/s/ Jordan Lopez
		Name: Jordan Lopez
		Title: High Yield Strategist
	Pioneer Floating Rate Fund, as a Lender
	By: Pioneer Investment Management, Inc. As its adviser
	By:	/s/ Maggie Begley
		Name: maggie begley
		Title: Vice President and Associate General Counsel
	Pioneer Floating Rate Trust, as a Lender
	By: Pioneer Investment Management, Inc. As its adviser
	By:	/s/ Maggie Begley
		Name: maggie begley
		Title: Vice President and Associate General Counsel

[Signature Page to Second Amendment]

	Pioneer Multi-Asset Ultrashort Income Fund, as a Lender
	By: Pioneer Investment Management, Inc. As its adviser
	By:	/s/ Maggie Begley
		Name: maggie begley
		Title: Vice President and Associate General Counsel
	Pioneer Solutions SICAV -- Global Floating Rate Income, as a Lender
	By: Pioneer Investment Management, Inc., As its adviser
	By:	/s/ Maggie Begley
		Name: maggie begley
		Title: Vice President and Associate General Counsel
	PNC BANK, NATIONAL ASSOCIATION  as a Lender
	By:	/s/ Daniel J. Miller
		Name: Daniel J. Miller
		Title: Vice President
	Dryden XXII Senior Loan Fund, as a Lender
	By: Prudential Investment Management, Inc., as Collateral Manager
	By:	/s/ Brian Juliano
		Name: Brian Juliano
		Title: Vice President

[Signature Page to Second Amendment]

	Dryden 26 Senior Loan Fund, as a Lender
	By: Prudential Investment Management, Inc., as Collateral Manager
	By:	/s/ Brian Juliano
		Name: Brian Juliano
		Title: Vice President
	Framerica Global Loan Opportunities Limited, as a Lender
	By: Pramerica Investment Management, a trading name of Prudential Investment Management, Inc. as Investment Manager
	By:	/s/ Brian Juliano
		Name: Brian Juliano
		Title: Vice President
	Dryden 34 Senior Loan Fund, as a Lender
	By: Prudential Investment Management, Inc., as Collateral Manager
	By:	/s/ Brian Juliano
		Name: Brian Juliano
		Title: Vice President
	Dryden 31 Senior Loan Fund, as a Lender
	By: Prudential Investment Management, Inc., as Collateral Manager
	By:	/s/ Brian Juliano
		Name: Brian Juliano
		Title: Vice President

[Signature Page to Second Amendment]

	Dryden XXIII Senior Loan Fund, as a Lender
	By: Prudential Investment Management, Inc., as Collateral Manager
	By:	/s/ Brian Juliano
		Name: Brian Juliano
		Title: Vice President
	Dryden 40 Senior Loan Fund, as a Lender
	By: Prudential Investment Management, Inc., as Collateral Manager
	By:	/s/ Brian Juliano
		Name: Brian Juliano
		Title: Vice President
	QUALCOMM Global Trading Pte. Ltd., as a Lender
	BY: Invesco Senior Secured Management, Inc. as Investment Manager
	By:	/s/ Kevin Egan
		Name: Kevin Egan
		Title: Authorized Individual
	Race Point V CLO, Limited, as a Lender
	BY: Sankaty Advisors LLC, as Portfolio Manager
	By:	/s/ Andrew S. Viens
		Name: Andrew S. Viens
		Title: Sr. Vice President of Operations
	Race Point VI CLO, Limited, as a Lender
	By: Sankaty Advisors, LLC, as Portfolio Manager
	By:	/s/ Andrew S. Viens
		Name: Andrew S. Viens
		Title: Sr. Vice President of Operations

[Signature Page to Second Amendment]

	Race Point VII CLO, Limited, as a Lender
	By: Sankaty Advisors, LLC as Portfolio Manager
	By:	/s/ Andrew S. Viens
		Name: Andrew S. Viens
		Title: Sr. Vice President of Operations
	Race Point VIII CLO, Limited, as a Lender
	BY: Sankaty Advisors, LLC as Portfolio Manager
	By:	/s/ Andrew S. Viens
		Name: Andrew S. Viens
		Title: Sr. Vice President of Operations
	RAYMOND JAMES BANK, X.X. xx a Lender
	By:	/s/ Eric Stange
		Name: Eric Stange
		Title: Vice President
	RidgeWorth Funds - Seix Floating Rate High Income Fund, as a Lender
	By: Seix Investment Advisors LLC, as Subadviser
	By:	/s/ George Goudelias
		Name: George Goudelias
		Title: Managing Director
	RP9 Loan Funding LLC, as a Lender
	By: Citibank, N.A.,
	By:	/s/ Cynthia Gonzalvo
		Name: Cynthia Gonzalvo
		Title: Associate Director

[Signature Page to Second Amendment]

	Scor Global Life Americas Reinsurance Company, as a Lender
	BY: BlackRock Financial Management, Inc., its Investment Manager
	By:	/s/ Rob Jacobi
		Name: Rob Jacobi
		Title: Authorized Signatory
	Scor Reinsurance Company, as a Lender
	BY: BlackRock Financial Management, Inc., its Investment Manager
	By:	/s/ Rob Jacobi
		Name: Rob Jacobi
		Title: Authorized Signatory
	SEABOARD CORPORATION, as a Lender
	BY: Payden & Rygel as Investment Adviser
	By:	/s/ Jordan Lopez
		Name: Jordan Lopez
		Title: High Yield Strategist
	SEI INSTITUTIONAL INVESTMENTS TRUST - OPPORTUNISTIC INCOME FUND, as a Lender
	BY: ARES MANAGEMENT LLC, AS PORTFOLIO MANAGER
	By:	/s/ John Eanes
		Name: John Eanes
		Title: Authorized Signatory

[Signature Page to Second Amendment]

	Seix Multi-Sector Absolute Return Fund L.P., as a Lender
	By: Seix Multi-Sector Absolute Return Fund GP LLC, in its capacity as sole general partner
	By: Seix Investment Advisors LLC, its sole member
	By:	/s/ George Goudelias
		Name: George Goudelias
		Title: Managing Director
	Silvermore CLO, LTD., as a Lender
	By:	/s/ Aaron Meyer
		Name: Aaron Meyer
		Title: Principal
	Somerset Trust Company, as a Lender
	By:	/s/ Parke Kreinbrook
		Name: Parke Kreinbrook
		Title: Loan Officer
	Sound Harbor Loan Fund 2014-1 Ltd., as a Lender
	By:	/s/ Thomas E. Bancroft
		Name: Thomas E. Bancroft
		Title: Portfolio Manager
	Steele Creek CLO 2014-1, LTD., as a Lender
	BY: Steele Creek Investment Management LLC
	By:	/s/ Michael Audino
		Name: Michael Audino
		Title: Senior Analyst

[Signature Page to Second Amendment]

	Stewart Park CLO, Ltd., as a Lender
	BY: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
	By:	/s/ Thomas Iannarone
		Name: Thomas Iannarone
		Title: Authorized Signatory
	Stifel Bank & Trust, as a Lender
	By:	/s/ John H. Phillips
		Name: John H. Phillips
		Title: Executive Vice President
	Sumitomo Mitsui Trust Bank, Limited, New York Branch, as a Lender
	By:	/s/ Mark Bodie
		Name: Mark Bodie
		Title: VP
	SUNTRUST BANK, as a Lender
	By:	/s/ Tesha Winslow
		Name: Tesha Winslow
		Title: Director
	T. Rowe Price Floating Rate Fund, Inc., as a Lender
	By:	/s/ Brian Burns
		Name: Brian Burns
		Title: Vice President
	T. Rowe Price Floating Rate Multi-Sector Account Portfolio, as a Lender
	By:	/s/ Brian Burns
		Name: Brian Burns
		Title: Vice President

[Signature Page to Second Amendment]

	T. Rowe Price Institutional Floating Rate Fund, as a Lender
	By:	/s/ Brian Burns
		Name: Brian Burns
		Title: Vice President
	Teton Funding, LLC, as a Lender
	By: SunTrust Bank, as manager
	By:	/s/ Joshua Lowe
		Name: Joshua Lowe
		Title: Vice President
	The City of New York Group Trust, as a Lender
	BY: Invesco Senior Secured Management, Inc. as Investment Manager
	By:	/s/ Kevin Egan
		Name: Kevin Egan
		Title: Authorized Individual
	THL Credit Wind River 2012-1 CLO Ltd., as a Lender
	BY: THL Credit Senior Loan Strategies LLC, as Investment Manager
	By:	/s/ Kathleen Zarn
		Name: Kathleen Zarn
		Title: Managing Director
	THL Credit Wind River 2014-1 CLO Ltd., as a Lender
	By THL Credit Advisors LLC, as Investment Manager
	By:	/s/ Kathleen Zarn
		Name: Kathleen Zarn
		Title: Managing Director

[Signature Page to Second Amendment]

	TIAA-CREF Bond Fund
	By:	TEACHERS ADVISORS, INC.,
	Its authorized investment adviser
	By:	/s/ Elizabeth R. Eodice
		Name: ELIZABETH R. EODICE
		Title: MANAGING DIRECTOR
	TIAA-CREF Life Bond Fund
	By:	TEACHERS ADVISORS, INC.,
	Its authorized investment adviser
	By:	/s/ Elizabeth R. Eodice
		Name: ELIZABETH R. EODICE
		Title: MANAGING DIRECTOR
	TIAA Stable Value Annuity
	By:	TEACHERS ADVISORS, INC.,
	Its authorized investment adviser
	By:	/s/ Elizabeth R. Eodice
		Name: ELIZABETH R. EODICE
		Title: MANAGING DIRECTOR
	TIAA-CREF Bond Plus Fund
	By:	TEACHERS ADVISORS, INC.,
	Its authorized investment adviser
	By:	/s/ Elizabeth R. Eodice
		Name: ELIZABETH R. EODICE
		Title: MANAGING DIRECTOR
	TRALEE CLO III, LTD., as a Lender
	By: Par-Four Investment Management, LLC As Collateral Manage
	By:	/s/ Dennis Gorczyca
		Name: Dennis Gorczyca
		Title: Managing Director

[Signature Page to Second Amendment]

	Transamerica Floating Rate By: AEGON USA as its Investment Manager as a Lender
	By:	/s/ Jason Felderman
		Name: Jasaon Felderman
		Title: Vice President
	Jefferson Mill CLO, Xxx. xx a Lender
	By:	SHENKMAN CAPITAL MANAGEMENT, INC., as Collateral Manager
	By:	/s/ Justin Slatky
		Name: Justin Slatky
		Title: Senior Vice President
	Trustmark Insurance Company as a Lender
	By:	SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Advisor
	By:	/s/ Justin Slatky
		Name: Justin Slatky
		Title: Senior Vice President
	Washington Mill CLO, Xxx. xx a Lender
	By:	SHENKMAN CAPITAL MANAGEMENT, INC., as Collateral Manager
	By:	/s/ Justin Slatky
		Name: Justin Slatky
		Title: Senior Vice President
	U.S. Specialty Insurance Company, as a Lender
	BY: BlackRock Investment Management, LLC, its Investment Manager
	By:	/s/ Rob Jacobi
		Name: Rob Jacobi
		Title: Authorized Signatory

[Signature Page to Second Amendment]

	UnitedHealthcare Insurance Company, as a Lender
	By: BlackRock Financial Management Inc.; its investment manager
	By:	/s/ Rob Jacobi
		Name: Rob Jacobi
		Title: Vice President
	Venture XVII CLO Limited, as a Lender
	BY: its investment advisor, MJX Asset Management, LLC
	By:	/s/ John P. Calaba
		Name: John P. Calaba
		Title: Portfolio Manager
	Venture XVIII CLO, Limited, as a Lender
	By: its investment advisor MJX Asset Management LLC
	By:	/s/ John P. Calaba
		Name: John P. Calaba
		Title: Portfolio Manager
	Vibrant CLO II, Ltd., as a Lender
	By: DFG Investment Advisers, Inc., as Portfolio Manager
	By:	/s/ David Millison
		Name: David Millison
		Title: Managing Partner and Senior Portfolio Manager

[Signature Page to Second Amendment]

	VIBRANT CLO, LTD., as a Lender
	By: DFG Investment Advisers, Inc. as Portfolio Manager
	By:	/s/ David Millison
		Name: David Millison
		Title: Managing Partner and Senior Portfolio Manager
	Wells Fargo Bank, National Association, as a Lender and holder of $1,980,000.00 of Series A Incremental Term Loan on its Loan Trading Desk in Charlotte
	By:	/s/ P. Jeffrey Huth
		Name: P. Jeffrey Hugh
		Title: Managing Director
	West CLO 2014-I Ltd., as a Lender
	By:	/s/ Joanna Willars
		Name: Joanna Willars
		Title: Vice President, Authorized Signatory
	Wintrust Bank, as a Lender
	By:	/s/ John Hoppe
		Name: John Hoppe
		Title: VP

[Signature Page to Second Amendment]