MAGNUM HUNTER RESOURCES CORP. THIRD AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT

Exhibit 10.1

EXECUTION VERSION

MAGNUM HUNTER RESOURCES CORP.

THIRD AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT

THIS THIRD AMENDMENT TO THE RESTRUCTURING SUPPORT AGREEMENT (this “Amendment”), which shall be effective on the first date that this Amendment has been executed by the Required Amendment Parties (as defined herein), is made by and among all of the following: (i) each of the Debtors; (ii) Second Lien Backstoppers holding 50.1% or more of the Second Lien Backstoppers’ aggregate DIP Financing commitment or their transferees pursuant to a valid transfer under the Restructuring Support Agreement (the “Majority Second Lien Backstoppers”); and (iii) Noteholder Backstoppers holding 50.1% or more of the Noteholder Backstoppers’ aggregate DIP Financing commitment or their transferees pursuant to a valid transfer under the Restructuring Support Agreement (the “Majority Noteholder Backstoppers,” and, together with the Debtors and the Majority Second Lien Backstoppers, the “Required Amendment Parties”), and amends that certain Restructuring Support Agreement, dated as of December 15, 2015, by and among the Debtors and the Restructuring Support Parties, as amended pursuant to that certain First Amendment (the “First Amendment”) to the Restructuring Support Agreement, dated as of February 25, 2016, and that certain Second Amendment (the “Second Amendment”) to the Restructuring Support Agreement, dated as of April 1, 2016  (the “Restructuring Support Agreement”).  Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Restructuring Support Agreement.

RECITALS

WHEREAS, the Required Amendment Parties desire to amend the Restructuring Support Agreement to modify certain Milestones as provided in this Amendment;

WHEREAS, Section 4 of the Restructuring Support Agreement permits the Debtors to extend a Milestone with the express prior written consent of the Majority Second Lien Backstoppers and the Majority Noteholder Backstoppers;

WHEREAS, Section 26 of the Restructuring Support Agreement permits modifications, amendments, or supplements to the Restructuring Support Agreement with the consent of the Required Amendment Parties;

NOW, THEREFORE, in consideration of the mutual covenants and agreements and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Required Amendment Parties hereby agree to amend the Restructuring Support Agreement as follows:

AMENDMENT

1. Amendments to the Restructuring Support Agreement.

(a) Section 4(h) of the Restructuring Support Agreement is hereby deleted in its entirety and replaced with the following:

no later than April 18, 2016, the Bankruptcy Court shall have commenced the Confirmation Hearing;

(b) Section 4(i) of the Restructuring Support Agreement is hereby deleted in its entirety and replaced with the following:

no later than April 19, 2016, the Bankruptcy Court shall have entered the Confirmation Order; and

(c) Section 4(j) of the Restructuring Support Agreement is hereby deleted in its entirety and replaced with the following:

no later than May 3, 2016, the Debtors shall consummate the transactions contemplated by the Plan (the date of such consummation, the “Effective Date”), it being understood that the Debtors’ entry (as reorganized entities under the Plan) into the Exit Facility (as defined in the Term Sheet) and the satisfaction of the conditions precedent to the Effective Date (as set forth in the Exit Facility, the Plan, and the Term Sheet) shall be conditions precedent to the occurrence of the Effective Date.

2. Ratification.  Except as specifically provided for in this Amendment, the First Amendment, and the Second Amendment, no changes, amendments, or other modifications have been made on or prior to the date hereof or are being made to the terms of the Restructuring Support Agreement or the rights and obligations of the parties thereunder, all of which such terms are hereby ratified and confirmed and remain in full force and effect.  Notwithstanding the effective date of this Amendment, this Amendment constitutes a valid extension of the applicable Milestones set forth in Section 4 of the Restructuring Support Agreement, in accordance with the final paragraph of Section 4 of the Restructuring Support Agreement.

3. Effect of Amendment.  This Amendment shall be effective upon the first date that this Amendment has been executed by each of the Required Amendment Parties.  Following the effective date of this Amendment, whenever the Restructuring Support Agreement is referred to in any agreements, documents, and instruments, such reference shall be deemed to be to the Restructuring Support Agreement as amended by this Amendment.

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4. Waiver of Certain Termination Rights.  The extension or waiver of certain Milestones as set forth in this Amendment is being effectuated in accordance with Section 4 of the Restructuring Support Agreement, and, therefore, such extension or waiver shall not constitute a Restructuring Support Party Termination Event pursuant to Section 7(a) of the Restructuring Support Agreement, or any other breach by any of the Debtors or the Restructuring Support Parties under the Restructuring Support Agreement, including, without limitation, a breach of the Debtors’ commitments under Section 6 of the Restructuring Support Agreement.

[Signature pages follow.]

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	MAGNUM HUNTER RESOURCES CORPORATION
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Chief Financial Officer

[Signature Page - Third Amendment to Restructuring Support Agreement]

	ALPHA HUNTER DRILLING, LLC
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Chief Financial Officer

[Signature Page - Third Amendment to Restructuring Support Agreement]

	XXXXXX XXXXXX, LLC
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Chief Financial Officer

[Signature Page - Third Amendment to Restructuring Support Agreement]

	XXXXXX XXXXXX CANADA, INC.
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Chief Financial Officer

[Signature Page - Third Amendment to Restructuring Support Agreement]

	ENERGY HUNTER SECURITIES, INC.
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Chief Financial Officer

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	HUNTER AVIATION, LLC.
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Chief Financial Officer

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	HUNTER REAL ESTATE, LLC.
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Chief Financial Officer

[Signature Page - Third Amendment to Restructuring Support Agreement]

	MAGNUM HUNTER MARKETING, LLC.
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Chief Financial Officer

[Signature Page - Third Amendment to Restructuring Support Agreement]

	MAGNUM HUNTER PRODUCTION, INC.
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Chief Financial Officer

[Signature Page - Third Amendment to Restructuring Support Agreement]

	MAGNUM HUNTER RESOURCES GP, LLC.
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Chief Financial Officer

[Signature Page - Third Amendment to Restructuring Support Agreement]

	MAGNUM HUNTER RESOURCES, LP
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Chief Financial Officer

[Signature Page - Third Amendment to Restructuring Support Agreement]

	MAGNUM HUNTER SERVICES, LLC
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Chief Financial Officer

[Signature Page - Third Amendment to Restructuring Support Agreement]

	NGAS GATHERING, LLC
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Chief Financial Officer

[Signature Page - Third Amendment to Restructuring Support Agreement]

	NGAS HUNTER, LLC
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Chief Financial Officer

[Signature Page - Third Amendment to Restructuring Support Agreement]

	PRC WILLISTON, LLC
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Chief Financial Officer

[Signature Page - Third Amendment to Restructuring Support Agreement]

	SHALE HUNTER, LLC
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Chief Financial Officer

[Signature Page - Third Amendment to Restructuring Support Agreement]

	TRIAD HOLDINGS, LLC
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Chief Financial Officer

[Signature Page - Third Amendment to Restructuring Support Agreement]

	TRIAD HUNTER, LLC
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Chief Financial Officer

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	VIKING INTERNATIONAL RESOURCES CO., INC
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Chief Financial Officer

[Signature Page - Third Amendment to Restructuring Support Agreement]

	WILLISTON HUNTER ND, LLC
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Chief Financial Officer

[Signature Page - Third Amendment to Restructuring Support Agreement]

	XXXXXXX XXXXX ASSET MANAGEMENT, L.P., on behalf of its participating funds and accounts listed on Schedule A
	By:	/s/ Xxxx Xxxxxx
	Name:	Xxxx Xxxxxx
	Title:	Managing Director

[Signature Page - Third Amendment to Restructuring Support Agreement]

Schedule A

[On file with the Administrative Agent]

[Signature Page - Third Amendment to Restructuring Support Agreement]

	Highbridge Principal Strategies - NDT Senior Loan Fund L.P.
	By: Highbridge Principal Strategies, LLC its Investment Manager
	By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Managing Director

[Signature Page - Third Amendment to Restructuring Support Agreement]

	Highbridge Principal Strategies - Specialty Loan VG Fund, L.P.
	By: Highbridge Principal Strategies, LLC its Investment Manager
	By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Managing Director

[Signature Page - Third Amendment to Restructuring Support Agreement]

	Highbridge Specialty Loan Institutional Holdings Limited
	By: Highbridge Principal Strategies, LLC its Investment Manager
	By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Managing Director

[Signature Page - Third Amendment to Restructuring Support Agreement]

	HPS Specialty Loan Sector D Investment
	Fund, L.P.
	By:	Highbridge Principal Strategies, LLC its
	Investment Manager
	By:		/s/ Xxxxxxx Xxxxx
	Name:		Xxxxxxx Xxxxx
	Title:		Managing Director

[Signature Page - Third Amendment to Restructuring Support Agreement]

	Highbridge Aiguilles Rouges Sector A
	Investment Fund, L.P.
	By:	Highbridge Principal Strategies, LLC its
	Investment Manager
	By:		/s/ Xxxxxxx Xxxxx
	Name:		Xxxxxxx Xxxxx
	Title:		Managing Director

[Signature Page - Third Amendment to Restructuring Support Agreement]

	Highbridge Principal Strategies —
	Specialty Loan Institutional Fund III,
	L.P.
	By:	Highbridge Principal Strategies, LLC its
	Investment Manager
	By:		/s/ Xxxxxxx Xxxxx
	Name:		Xxxxxxx Xxxxx
	Title:		Managing Director

[Signature Page - Third Amendment to Restructuring Support Agreement]

	Highbridge Principal Strategies —
	Specialty Loan Fund III, L.P.
	By:	Highbridge Principal Strategies, LLC its
	Investment Manager
	By:		/s/ Xxxxxxx Xxxxx
	Name:		Xxxxxxx Xxxxx
	Title:		Managing Director

[Signature Page - Third Amendment to Restructuring Support Agreement]

	FIFTH STREET STATION LLC, on behalf
	of itself and the funds it manages
	By:	/s/ Xxx Xxxxx
	Name:	Xxx Xxxxx
	Title:	Managing Director

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	CVC Credit Partners Global Special
	Situations Holdings, L.P.
	By:	/s/ Xxxxxxxx Xxxxxxxxxxx
	Name:	Xxxxxxxx Xxxxxxxxxxx
	Title:	Managing Director

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	CVC European Credit Opportunities (No.
	8) S.a.r.l.
	By:	/s/ Xxxxxxxx Xxxxxxxxxxx
	Name:	Xxxxxxxx Xxxxxxxxxxx
	Title:	Managing Director

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	CVC Global Credit Opportunities Master
	Fund, L.P.
	By:	/s/ Xxxxxxxx Xxxxxxxxxxx
	Name:	Xxxxxxxx Xxxxxxxxxxx
	Title:	Managing Director

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	CVC EUROPEAN CREDIT
	OPPORTUNITIES S.A X.X. ACTING IN
	RESPECT OF ITS COMPARTMENT A
	By:	/s/ Xxxxxxxx Xxxxxxxxxxx
	Name:	Xxxxxxxx Xxxxxxxxxxx
	Title:	Managing Director

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Farmstead Master Fund, Ltd.
	By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Managing Member

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Kayne Energy Credit Opportunities, LP
	By: Xxxxx Xxxxxxxx Capital Advisors,
	L.P., as general partner
	By:	/s/ Xxxxxxx X’Xxxx
	Name:	Xxxxxxx X’Xxxx
	Title:	Chief Compliance Officer

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Xxxxx Xxxxxxxx Capital Income Partners
	(QP), L.P.
	By: Xxxxx Xxxxxxxx Capital Advisors,
	L.P., as general partner
	By:	/s/ Xxxxxxx X’Xxxx
	Name:	Xxxxxxx X’Xxxx
	Title:	Chief Compliance Officer

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Xxxxx Xxxxxxxx Income Partners, L.P.
	By: Xxxxx Xxxxxxxx Capital Advisors,
	L.P., as general partner
	By:	/s/ Xxxxxxx X’Xxxx
	Name:	Xxxxxxx X’Xxxx
	Title:	Chief Compliance Officer

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Young Men’s Christian Association
	Retirement Fund
	By: Xxxxx Xxxxxxxx Capital Advisors,
	L.P., as investment manager
	By:	/s/ Xxxxxxx X’Xxxx
	Name:	Xxxxxxx X’Xxxx
	Title:	Chief Compliance Officer

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Xxxxxx Foundation Hospitals
	By: Xxxxx Xxxxxxxx Capital Advisors,
	L.P., as investment manager
	By:	/s/ Xxxxxxx X’Xxxx
	Name:	Xxxxxxx X’Xxxx
	Title:	Chief Compliance Officer

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Raging Capital Master Fund, Ltd.
	By:	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Managing Partner

[Signature Page - Third Amendment to Restructuring Support Agreement]

The terms set forth above are hereby agreed to:

	P River Birch Ltd., as Assignor
	By:	River Birch Capital, LLC
	By:	/s/ Xxxxxxx Xxxxxxxxx
	Name:	Xxxxxxx Xxxxxxxxx
	Title:	Chief Financial Officer

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	River Birch Master Fund L.P.
	By:	River Birch Capital, LLC
	By:	/s/ Xxxxxxx Xxxxxxxxx
	Name:	Xxxxxxx Xxxxxxxxx
	Title:	Chief Financial Officer

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	P River Birch Ltd.
	By:	River Birch Capital, LLC
	By:	/s/ Xxxxxxx Xxxxxxxxx
	Name:	Xxxxxxx Xxxxxxxxx
	Title:	Chief Financial Officer

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Third Point Offshore Master Fund L.P.
	By:	/s/ Xxxxx X Xxxxxxxxx
	Name:	Xxxxx X Xxxxxxxxx
	Title:	CAO

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Third Point Partners L.P.
	By:	/s/ Xxxxx X Xxxxxxxxx
	Name:	Xxxxx X Xxxxxxxxx
	Title:	CAO

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Third Point Ultra Master Fund L.P.
	By:	/s/ Xxxxx X Xxxxxxxxx
	Name:	Xxxxx X Xxxxxxxxx
	Title:	CAO

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Third Point Partners Qualified L.P.
	By:	/s/ Xxxxx X Xxxxxxxxx
	Name:	Xxxxx X Xxxxxxxxx
	Title:	CAO

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Third Point Reinsurance Company Ltd.
	By:	/s/ Xxxxx X Xxxxxxxxx
	Name:	Xxxxx X Xxxxxxxxx
	Title:	CAO

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Third Point Reinsurance USA Ltd.
	By:	/s/ Xxxxx X Xxxxxxxxx
	Name:	Xxxxx X Xxxxxxxxx
	Title:	CAO

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Lyxor / Third Point Fund Ltd.
	By:	/s/ Xxxxx X Xxxxxxxxx
	Name:	Xxxxx X Xxxxxxxxx
	Title:	CAO

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Xxxx Xxxxx Partners Income Trust — Western Asset Global High Yield Bond Fund
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Western Asset Funds, Inc. — Western Asset Macro Opportunities Fund
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Western Asset Global Multi-Sector, L.L.C.
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Xxxx Xxxxx Western Asset Global High Yield Fund
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Western Asset High Yield Credit Energy Portfolio, LLC
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Western Asset Opportunistic Value Portfolio, L.L.C.
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	1199 SEIU Health Care Employees Pension Fund
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Allegheny Technologies Incorporated Master Pension Trust
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Ascension Alpha Fund, LLC
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Ascension Health Master Pension Trust
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	California State Teachers’ Retirement System
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Employees’ Retirement System of the State of Rhode Island
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	International Union, UAW — Strike Trust
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Xxxx Xxxxxxx Fund II Floating Rate Income Fund
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Xxxx Xxxxxxx XX High Yield Fund
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Xxxx Xxxxxxx Variable Insurance Trust — High Yield Trust
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Xxxxxx Foundation Hospitals
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Xxxxxx Permanente Group Trust
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Xxxx Xxxxx Partners Variable Income Trust - Xxxx Xxxxx Western Asset Variable Global High Yield Bond Portfolio
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Xxxx Xxxxx Western Asset Global Credit Absolute Return Fund
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Xxxx Xxxxx Western Asset Global Multi-Strategy Fund
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Xxxx Xxxxx Western Asset Senior Loans Fund
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Xxxx Xxxxx Western Asset US High Yield Fund
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	LMP Corporate Loan Fund Inc.
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Southern California Edison Company
	Retirement Plan Trust
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Stichting Pensioenfonds DSM Nederland
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	The Xxxx Disney Company Retirement
	Plan Master Trust
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Western Asset Bank Loan (Multi-
	Currency) Master Fund
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Western Asset Bank Loan (Offshore)
	Fund
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Western Asset Credit Opportunities
	Portfolio, L.L.C.
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Western Asset Floating Rate High Income
	Fund LLC
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Western Asset Global High Income Fund
	Inc.
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Western Asset Global High Yield Bond
	Fund
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Western Asset Global Partners Income
	Fund Inc.
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Western Asset High Income Fund II Inc.
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Western Asset High Yield Defined
	Opportunity Fund Inc.
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Western Asset High Yield Fund
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Western Asset Managed High Income
	Fund Inc.
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Western Asset Middle Market Debt Fund
	Inc.
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Western Asset Middle Market Income
	Fund Inc.
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Western Asset Premier Bond Fund
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Western Asset Short Duration High
	Income Fund
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Western Asset Short-Dated High Yield
	Master Fund, Ltd.
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Western Asset Strategic US Dollar High
	Yield Portfolio LLC
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Advanced Series Trust AST Academic Strategies Asset Allocation Portfolio
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Employees’ Retirement System of the State of Hawaii
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	European Multi-Sector Fund
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	International Kapitalanlagegesellschaft mbh
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Xxxx Xxxxx Partnership Pensions Trust
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	General Electric Pension Trust
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Xxxx Xxxxx Qualified Investor Fund (II) plc
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Xxxx Xxxxx Western Asset Diversified Strategic Income Fund
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	MultiMix Wholesale Diversified Fixed Interest Trust
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Vantagepoint Funs High Yield Fund
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Xxxx Xxxxx Western Asset Global Multi Strategy Bond Fund
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Diageo Pension Trust Ltd.
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Western Asset Opportunistic US$ High Yield Securities Portfolio, LLC
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Oklahoma Tobacco Settlement Endowment Trust
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Guidestone Funds Global Bond Fund
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	International Union, UAW - Master Pension Trust
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Western Asset High Income Opportunity Fund Inc.
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Blue Cross Blue Shield of Michigan Mutual Insurance Company
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Xxxx County Employees’ Retirement Association
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Consulting Group Capital Markets-High Yield Investments
	By:	/s/ Xxxxxx Xx
	Name:	Xxxxxx Xx
	Title:	Authorized Signatory

[Signature Page - Third Amendment to Restructuring Support Agreement]

	LENDER:
	Wingspan Master Fund, LP
	By: Wingspan GP, LLC, its General Partner
	By:	/s/ Xxxxxxx Xxxxxxxx
	Name:	Xxxxxxx Xxxxxxxx
	Title:	COO/CFO

[Signature Page - Third Amendment to Restructuring Support Agreement]