Second Amendment to Limited Waiver to Credit Agreement, dated as of September 13, 2017, among Global Eagle Entertainment Inc., the guarantors party thereto, the lenders party thereto, and Citibank, N.A., as administrative agent
Exhibit 10.1
SECOND AMENDMENT TO
LIMITED WAIVER TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO LIMITED WAIVER TO CREDIT AGREEMENT dated as of September 13, 2017 (this “Second Amendment to Limited Waiver”), is entered into among GLOBAL EAGLE ENTERTAINMENT INC., a Delaware corporation (the “Company”), the Guarantors identified on the signature pages hereto, the Lenders party hereto, and CITIBANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Limited Waiver described below.
RECITALS
WHEREAS, reference is made to the First Amendment and Limited Waiver to Credit Agreement, dated as of May 4, 2017 (as amended by the Amendment to First Amendment and Limited Waiver to Credit Agreement and Second Amendment to Credit Agreement, dated as of June 29, 2017, and as otherwise amended from time to time, the “Limited Waiver”), among the Company, the Guarantors party thereto from time to time, the Administrative Agent and the Lenders party thereto;
WHEREAS, the Loan Parties have requested that the Lenders amend certain provisions of the Limited Waiver; and
WHEREAS, the Lenders signatory hereto, constituting the Required Lenders, are willing to agree to such amendments in accordance with and subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
AGREEMENT
1. Amendment of Limited Waiver. Section 1(a) of the Limited Waiver is hereby amended and restated in its entirety as follows:
“(a) Annual Financial Statements. Notwithstanding anything else to the contrary in any Loan Document, the Administrative Agent and the Lenders party hereto hereby waive (with retroactive effect to March 31, 2017) any Default or Event of Default that has arisen or that may arise under the Credit Agreement or any other Loan Document from the failure to deliver, by March 31, 2017, the Company’s audited annual financials for the fiscal year ended December 31, 2016, together with the related report and opinion and other items required by Section 6.01(a) of the Credit Agreement and the Compliance Certificate relating thereto required by Section 6.02(a) of the Credit Agreement (collectively, the “Annual Financial Statement Deliverables”). The waiver in this Section 1(a) shall remain in effect at all times from and after March 31, 2017, so long as the Annual Financial Statement Deliverables are delivered in accordance with the Credit Agreement by no later than September 30, 2017; and failure to so deliver all or any of the Annual Financial Statement Deliverables on or prior to September 30, 2017, shall constitute an immediate Event of Default.”
2. Reserved.
3. Consent Fee. The Company agrees to pay, or cause to be paid, to the Administrative Agent, for the account of each Lender who consents to this Second Amendment to Limited Waiver by executing
and delivering to the Administrative Agent (or its counsel) a signature page hereto by 5:00 p.m., New York City time, on September 13, 2017 (each such Lender, a “Consenting Lender” and, collectively, the “Consenting Lenders”), a consent fee equal to 25 basis points on the aggregate principal amount of the Revolving Credit Commitments and Term Loans of such Consenting Lender as of the Effective Date (as defined below) (collectively, the “Consent Fees”); it being understood that (x) all Consent Fees payable to Consenting Lenders shall be payable in full only if consents from the Required Lenders are received on the Effective Date and (y) the Company in its sole discretion may pay Consent Fees for the account of Lenders who consent to this Second Amendment to Limited Waiver after the above specified deadline. Failure to so pay, or cause to be paid, to the Administrative Agent, for the account of each Consenting Lender, the Consent Fees on or prior to 5:00 p.m., New York City time, on September 15, 2017, shall constitute an immediate Event of Default.
4. Effectiveness; Conditions Precedent. This Second Amendment to Limited Waiver shall be effective, as of the date first above written, on the first date (the “Effective Date”) on which each of the following conditions is satisfied:
(a) The Administrative Agent (or its counsel) shall have received from the Company, the Guarantors and the Required Lenders either a counterpart of this Second Amendment to Limited Waiver signed on behalf of such party or evidence satisfactory to the Administrative Agent (or its counsel), which may include a facsimile transmission or other electronic transmission (including email as .pdf or .tif attachment), that such party has signed a counterpart hereof.
(b) The representations and warranties set forth in Section 6 of this Second Amendment to Limited Waiver shall be true and correct as of the date hereof.
5. Reaffirmation.
(a) Validity of Obligations. The Company and each other Loan Party acknowledges and agrees that, both before and after giving effect to this Second Amendment to Limited Waiver, the Company and each other Loan Party is indebted to the Lenders for the Obligations, without defense, counterclaim or offset of any kind and the Company and each other Loan Party hereby ratifies and reaffirms the validity, enforceability and binding nature of such Obligations.
(b) Validity of Guarantees. Each Guarantor hereby confirms and agrees that, its guarantee under the Credit Agreement is, and shall continue to be, in full force and effect, and shall apply to all Obligations and such guarantee is hereby ratified and confirmed in all respects.
(c) Validity of Liens and Loan Documents. The Company and each other Loan Party hereby agrees and confirms that the Credit Agreement and each other Loan Document constitutes a legal, valid and binding obligation of the Company and each other Loan Party, in each case, to the extent party to such Loan Document, enforceable against the Company and each other Loan Party in accordance with its terms. The Company and each other Loan Party hereby ratifies and reaffirms the validity and enforceability (without defense, counterclaim or offset of any kind) of the Liens and security interests granted to the Administrative Agent for the benefit of the Secured Parties to secure any of the Obligations by the Company or any other Loan Party pursuant to the Loan Documents to which any of the Company or any other Loan Party is a party and hereby confirms and agrees that notwithstanding the effectiveness of this Second Amendment to Limited Waiver, and except as expressly amended by this Second Amendment to Limited Waiver, each such Loan Document is, and shall continue to be, in full force and effect and each is hereby ratified and confirmed in all respects, except that, on and after the effectiveness of this Second Amendment to Limited Waiver, each reference in the Loan Documents to the “Credit Agreement”,
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“thereunder”, “thereof” (and each reference in the Credit Agreement to this “Agreement”, “hereunder” or “hereof”) or words of like import shall mean and be a reference to the Credit Agreement as amended by this Second Amendment to Limited Waiver. This Second Amendment to Limited Waiver shall constitute a “Loan Document” for purposes of the Credit Agreement.
6. Representations and Warranties. Each Loan Party represents and warrants as follows:
(a) Power; Authorization; Enforceable Obligations. The Company and each other Loan Party has the requisite power and authority, and the legal right, to enter into this Second Amendment to Limited Waiver. The Company and each other Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of this Second Amendment to Limited Waiver. This Second Amendment to Limited Waiver constitutes a legal, valid and binding obligation of the Company and each other Loan Party signatory hereto, enforceable against the Company and each other Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).
(b) Accuracy of Representations and Warranties. Immediately after giving effect to this Second Amendment to Limited Waiver on the Effective Date, the representations and warranties of the Company and each other Loan Party set forth in the Loan Documents (including, for the avoidance of doubt, in the Credit Agreement) are true and correct in all material respects on and as of the Effective Date to the same extent as though made on and as of the Effective Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date; provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects on such respective dates.
(c) No Default or Event of Default. As of the Effective Date, immediately after giving effect to this Second Amendment to Limited Waiver, no Default or Event of Default exists.
7. Expenses. The Company agrees to pay all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Second Amendment to Limited Waiver, including without limitation the reasonable and documented fees and expenses of the Administrative Agent’s legal counsel, in each case, in the manner set forth in Section 10.04 of the Credit Agreement.
8. Further Assurances. The Loan Parties agree to promptly take such action, upon the reasonable request of the Administrative Agent, as is necessary to carry out the intent of this Second Amendment to Limited Waiver.
9. Counterparts. This Second Amendment to Limited Waiver is a Loan Document. This Second Amendment to Limited Waiver may be executed by the parties hereto in any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Second Amendment to Limited Waiver by fax, email or other electronic transmission (including in .pdf or .tif format) shall be effective as delivery of a manually executed counterpart of this Second Amendment to Limited Waiver.
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10. GOVERNING LAW. THIS SECOND AMENDMENT TO LIMITED WAIVER AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON OR ARISING OUT OF THIS SECOND AMENDMENT TO LIMITED WAIVER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK
11. Effect of Agreement. Except as expressly set forth herein, this Second Amendment to Limited Waiver shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Administrative Agent or the Lenders under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to any other consent to, or any other waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.
12. Successors and Assigns. This Second Amendment to Limited Waiver shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
13. Consent to Jurisdiction; Waiver of Jury Trial. The jurisdiction and waiver of jury trial provisions set forth in Sections 10.15 and 10.16 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis.
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IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to Limited Waiver to be duly executed as of the date first above written.
| GLOBAL EAGLE ENTERTAINMENT INC., as Borrower | ||
| By: | /s/ Paul Rainey | |
| Name: | Paul Rainey | |
| Title: | Chief Financial Officer | |
| AIRLINE MEDIA PRODUCTIONS, INC. | ||
| By: | /s/ Paul Rainey | |
| Name: | Paul Rainey | |
| Title: | Chief Financial Officer | |
| ENTERTAINMENT IN MOTION, INC. | ||
| By: | /s/ Paul Rainey | |
| Name: | Paul Rainey | |
| Title: | Chief Financial Officer | |
| GLOBAL EAGLE ENTERTAINMENT OPERATIONS SOLUTIONS, INC. | ||
| By: | /s/ Paul Rainey | |
| Name: | Paul Rainey | |
| Title: | Chief Financial Officer | |
| EMC INTERMEDIATE, LLC | ||
| By: | /s/ Paul Rainey | |
| Name: | Paul Rainey | |
| Title: | Chief Financial Officer | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| INFLIGHT PRODUCTIONS USA INC. | ||
| By: | /s/ Paul Rainey | |
| Name: | Paul Rainey | |
| Title: | Chief Financial Officer | |
| POST MODERN EDIT, INC. | ||
| By: | /s/ Paul Rainey | |
| Name: | Paul Rainey | |
| Title: | Chief Financial Officer | |
| THE LAB AERO, INC. | ||
| By: | /s/ Paul Rainey | |
| Name: | Paul Rainey | |
| Title: | Chief Financial Officer | |
| ROW 44, INC. | ||
| By: | /s/ Paul Rainey | |
| Name: | Paul Rainey | |
| Title: | Chief Financial Officer | |
| N44HQ, LLC | ||
| By: Row 44, Inc., its Sole Member | ||
| By: | /s/ Paul Rainey | |
| Name: | Paul Rainey | |
| Title: | Chief Financial Officer | |
| EMERGING MARKETS COMMUNICATIONS, LLC | ||
| By: | /s/ Paul Rainey | |
| Name: | Paul Rainey | |
| Title: | Chief Financial Officer | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| EMC ACQUISITION, LLC | ||
| By: | /s/ Paul Rainey | |
| Name: | Paul Rainey | |
| Title: | Chief Financial Officer | |
| SCISCO PARENT, INC. | ||
| By: | /s/ Paul Rainey | |
| Name: | Paul Rainey | |
| Title: | Chief Financial Officer | |
| SEAMOBILE INC. | ||
| By: | /s/ Paul Rainey | |
| Name: | Paul Rainey | |
| Title: | Chief Financial Officer | |
| MARITEL HOLDINGS, INC. | ||
| By: | /s/ Paul Rainey | |
| Name: | Paul Rainey | |
| Title: | Chief Financial Officer | |
| MARITIME TELECOMMUNICATIONS NETWORK, INC. | ||
| By: | /s/ Paul Rainey | |
| Name: | Paul Rainey | |
| Title: | Chief Financial Officer | |
| MTN GOVERNMENT SERVICES, INC. | ||
| By: | /s/ Paul Rainey | |
| Name: | Paul Rainey | |
| Title: | Chief Financial Officer | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| MTN LICENSE CORP. | ||
| By: | /s/ Paul Rainey | |
| Name: | Paul Rainey | |
| Title: | Chief Financial Officer | |
| EMC-JV HOLDCO LLC | ||
| By: | /s/ Paul Rainey | |
| Name: | Paul Rainey | |
| Title: | Chief Financial Officer | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| CITIBANK,N.A., as Administrative Agent, L/C Issuer, Swing Line Lender and Lender | ||
| By: | /s/ Sigrid M. Nubla | |
| Name: | Sigrid M. Nubla | |
| Title: | SVP | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| MARATHON CLO IX LTD., as a Lender | ||
| By: MARATHON ASSET MANAGEMENT, L.P.as Portfolio Manager | ||
| By: | /s/ Louis Hanover | |
| Name: | Louis Hanover | |
| Title: | Authorized Signatory | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Marathon CLO VI, Ltd., as a Lender | ||
| By: | /s/ Louis Hanover | |
| Name: | Louis Hanover | |
| Title: | Authorized Signatory | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| MARATHON CLO VII LTD., as a Lender | ||
| By: | /s/ Louis Hanover | |
| Name: | Louis Hanover | |
| Title: | Authorized Signatory | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Marathon CLO VIII Ltd., as a Lender | ||
| By: | /s/ Louis Hanover | |
| Name: | Louis Hanover | |
| Title: | Authorized Signatory | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Bank of America, N.A., as Lender | ||
| By: | /s/ Ryan Pennetti | |
| Name: | Ryan Pennetti | |
| Title: | Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Bower 1 LLC , as a Lender | ||
| By: Citibank, N.A., | ||
| By: | /s/ Mitesh Bhakta | |
| Name: | Mitesh Bhakta | |
| Title: | Associate Director | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Vector Trading (Cayman), LP, as Lender | ||
| By: | /s/ James Murray | |
| Name: | James Murray | |
| Title: | Authorized Person | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| VC4 Debt Investments (US) LLC, as Lender | ||
| By: | /s/ James Murray | |
| Name: | James Murray | |
| Title: | Authorized Person | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| CITIZENS BANK, N.A., as Lender | ||
| By: | /s/ Ryan Goodband | |
| Name: | Ryan Goodband | |
| Title: | Director | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| BNPP IP CLO 2014-I, Ltd., as Lender | ||
| By: | /s/ Vanessa Ritter | |
| Name: | Vanessa Ritter | |
| Title: | Portfolio Manager | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| BNPP IP CLO 2014-II, Ltd., as Lender | ||
| By: | /s/ Vanessa Ritter | |
| Name: | Vanessa Ritter | |
| Title: | Portfolio Manager | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Empyrean Investments, LLC, as Lender | ||
| By: | /s/ C. Martin Meekins | |
| Name: | C. Martin Meekins | |
| Title: | Authorized Person | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| BlackRock Credit Alpha Master Fund L.P. | ||
| By: BlackRock Financial Management Inc., in its capacity as investment advisor, as lender | ||
| By: | /s/ Gina Forziati | |
| Name: | Gina Forziati | |
| Title: | Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| BlackRock Multi-Strategy Master Fund Limited | ||
| By: BlackRock Institutional Trust Company, N.A., Its Investment Manager, as lender | ||
| By: | /s/ Gina Forziati | |
| Name: | Gina Forziati | |
| Title: | Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| CA 534 Offshore Fund, Ltd | ||
| By: BlackRock Financial Management, Inc., in its capacity as investment advisor, as lender | ||
| By: | /s/ Gina Forziati | |
| Name: | Gina Forziati | |
| Title: | Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| The Obsidian Master Fund | ||
| By: BlackRock Financial Management, Inc., its Investment Advisor, as lender | ||
| By: | /s/ Gina Forziati | |
| Name: | Gina Forziati | |
| Title: | Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Mercer Multi-Asset Growth Fund, as Lender | ||
| By: | /s/ Alex Guang Yu | |
| Name: | Alex Guang Yu | |
| Title: | Authorized Signatory | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Nebraska Investment Council, as Lender | ||
| By: | /s/ Alex Guang Yu | |
| Name: | Alex Guang Yu | |
| Title: | Authorized Signatory | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Kansas Public Employees Retirement System, as Lender | ||
| By: | /s/ Alex Guang Yu | |
| Name: | Alex Guang Yu | |
| Title: | Authorized Signatory | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Franklin US Floating Rate Plus Master Fund, as Lender | ||
| By: | /s/ Alex Guang Yu | |
| Name: | Alex Guang Yu | |
| Title: | Authorized Signatory | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Franklin Templeton Series II Funds - Franklin Floating Rate II Fund, as Lender | ||
| By: | /s/ Madeline Lam | |
| Name: | Madeline Lam | |
| Title: | Asst. Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Franklin Floating Rate Master Trust - Franklin Floating Rate Master Series, as Lender | ||
| By: | /s/ Madeline Lam | |
| Name: | Madeline Lam | |
| Title: | Asst. Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Franklin Investors Securities Trust - Franklin Floating Rate Daily Access Fund, as Lender | ||
| By: | /s/ Madeline Lam | |
| Name: | Madeline Lam | |
| Title: | Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Franklin Floating Rate Master Trust - Franklin Lower Tier Floating Rate Fund, as Lender | ||
| By: | /s/ Alex Guang Yu | |
| Name: | Alex Guang Yu | |
| Title: | Authorized Signatory | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Franklin Floating Rate Master Trust - Franklin Middle Tier Floating Rate Fund, as Lender | ||
| By: | /s/ Alex Guang Yu | |
| Name: | Alex Guang Yu | |
| Title: | Authorized Signatory | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| NPB Manager Fund SPC - Segregated Portfolio 102, as Lender | ||
| By: | /s/ Qazi Manirul Alam | |
| Name: | Qazi Manirul Alam | |
| Title: | CEO/CIO of Investment Subadvisor | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| SDP Flagship Master Fund L.P., as Lender | ||
| By: | /s/ Qazi Manirul Alam | |
| Name: | Qazi Manirul Alam | |
| Title: | CEO/CIO of Investment Subadvisor | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| NPB Manager Fund, SPC - Segregated Portfolio 103, as Lender | ||
| By: | /s/ Qazi Manirul Alam | |
| Name: | Qazi Manirul Alam | |
| Title: | CEO/CIO of Investment Subadvisor | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| FRANKLIN CUSTODIAN FUNDS - FRANKLIN INCOME FUND, as Lender | ||
| By: | /s/ Richard Hsu | |
| Name: | Richard Hsu | |
| Title: | Vice President, Franklin Advisers | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| SIC JV SPV FUNDING I LLC | ||
| a Delaware limited liability company | ||
| By: | SIERRA SENIOR LOAN STRATEGY JV I LLC, a Delaware limited liability company, its Designated Manager | |
| By: | /s/ Christopher M. Mathieu | |
| Name: | Christopher M. Mathieu | |
| Title: | Authorized Person | |
[Signature Page to Second Amendment to Limited Waiver to Global Eagle Entertainment Credit Agreement]
| MCC JV SPV FUNDING I LLC | ||
| a Delaware limited liability company | ||
| By: | MCC SENIOR LOAN STRATEGY JV I LLC, a Delaware limited liability company, its Designated Manager | |
| By: | /s/ Richard T. Allorto, Jr. | |
| Name: | Richard T. Allorto, Jr. | |
| Title: | Authorized Person | |
[Signature Page to Second Amendment to Limited Waiver to Global Eagle Entertainment Credit Agreement]
| MEDLEY CREDIT STRATEGIES (KOC) LLC | ||
| a Delaware limited liability company | ||
| By: | Medley SMA Advisors LLC, a Delaware limited liability company, its Designated Manager | |
| By: | /s/ Richard T. Allorto, Jr. | |
| Name: | Richard T. Allorto, Jr. | |
| Title: | Chief Financial Office | |
[Signature Page to Second Amendment to Limited Waiver to Global Eagle Entertainment Credit Agreement]
| Ocean Trails CLO IV, as Lender | ||
| By: | Five Arrows Managers North America LLC as Asset Manager | |
| By: | /s/ Ryan White | |
| Name: | Ryan White | |
| Title: | Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Ocean Trails CLO V, as Lender | ||
| By: | Five Arrows Managers North America LLC as Asset Manager | |
| By: | /s/ Ryan White | |
| Name: | Ryan White | |
| Title: | Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Ocean Trails CLO VI, as Lender | ||
| By: | Five Arrows Managers North America LLC as Asset Manager | |
| By: | /s/ Ryan White | |
| Name: | Ryan White | |
| Title: | Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| AXA IM Paris SA, for and on behalf of | ||
| ALLEGRO CLO I, Ltd as Lender | ||
| By: | /s/ Matthieu Martin | |
| Name: | Matthieu Martin | |
| Title: | Senior Trader | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| AXA IM Paris SA, for and on behalf of | ||
| ALLEGRO CLO II, Ltd as Lender | ||
| By: | /s/ Matthieu Martin | |
| Name: | Matthieu Martin | |
| Title: | Senior Trader | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| AXA IM Paris SA, for and on behalf of | ||
| ALLEGRO CLO III, Ltd as Lender | ||
| By: | /s/ Matthieu Martin | |
| Name: | Matthieu Martin | |
| Title: | Senior Trader | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| AXA IM Paris SA, for and on behalf of | ||
| ALLEGRO CLO IV, Ltd as Lender | ||
| By: | /s/ Matthieu Martin | |
| Name: | Matthieu Martin | |
| Title: | Senior Trader | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| AXA IM Paris SA, for and on behalf of | ||
| AXA UK Leveraged Loans Fund as Lender | ||
| By: | /s/ Matthieu Martin | |
| Name: | Matthieu Martin | |
| Title: | Senior Trader | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| AXA IM Paris SA, for and on behalf of | ||
| FCP Columbus Diversified Leveraged Loans Fund as Lender | ||
| By: | /s/ Matthieu Martin | |
| Name: | Matthieu Martin | |
| Title: | Senior Trader | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| AXA IM Paris SA, for and on behalf of | ||
| FCP Columbus Global Debt Fund as Lender | ||
| By: | /s/ Matthieu Martin | |
| Name: | Matthieu Martin | |
| Title: | Senior Trader | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| AXA IM Paris SA, for and on behalf of | ||
| AXA Germany Leveraged Loans Fund as Lender | ||
| By: | /s/ Matthieu Martin | |
| Name: | Matthieu Martin | |
| Title: | Senior Trader | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| AXA IM Paris SA, for and on behalf of | ||
| Matignon Loans Fund as Lender | ||
| By: | /s/ Matthieu Martin | |
| Name: | Matthieu Martin | |
| Title: | Senior Trader | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| AXA IM Paris SA, for and on behalf of | ||
| Matignon Loans Iard Fund as Lender | ||
| By: | /s/ Matthieu Martin | |
| Name: | Matthieu Martin | |
| Title: | Senior Trader | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| JMP CREDIT ADVISORS CLO III LTD. | ||
| By: | JMP Credit Advisors LLC, As Attorney-in-Fact | |
| By: | /s/ Shawn S. O’Leary | |
| Name: | Shawn S. O’Leary | |
| Title: | Director | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| JMP CREDIT ADVISORS CLO IV LTD. | ||
| By: | JMP Credit Advisors LLC, As Attorney-in-Fact | |
| By: | /s/ Shawn S. O’Leary | |
| Name: | Shawn S. O’Leary | |
| Title: | Director | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Kingsland VI, as a Lender | ||
| By: | Kingsland Capital Management, LLC as Manager | |
| By: | /s/ Katherine Kim | |
| Name: | Katherine Kim | |
| Title: | Authorized Signatory | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Kingsland VII, as a Lender | ||
| By: | Kingsland Capital Management, LLC as Manager | |
| By: | /s/ Katherine Kim | |
| Name: | Katherine Kim | |
| Title: | Authorized Signatory | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| AMMC CLO 15, LIMITED, as a Lender | ||
| BY: | American Money Management Corp., as Collateral Manager | |
| By: | /s/ David P. Meyer | |
| Name: | David P. Meyer | |
| Title: | Senior Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| AMMC CLO 16, LIMITED, as a Lender | ||
| By: | American Money Management Corp., as Collateral Manager | |
| By: | /s/ David. P. Meyer | |
| Name: | David P. Meyer | |
| Title: | Senior Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| AMMC CLO 17, LIMITED, as a Lender | ||
| By: | American Money Management Corp., as Collateral Manager | |
| By: | /s/ David P. Meyer | |
| Name: | David P. Meyer | |
| Title: | Senior Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| AMMC CLO 18, LIMITED, as a Lender | ||
| By: | American Money Management Corp., as Collateral Manager | |
| By: | /s/ David Meyer | |
| Name: | David Meyer | |
| Title: | Senior Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| AMMC CLO 19, LIMITED, as a Lender | ||
| By: | American Money Management Corp., as Collateral Manager | |
| By: | /s/ David Meyer | |
| Name: | David Meyer | |
| Title: | Senior Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| AMMC CLO 20, LIMITED, as a Lender | ||
| By: | American Money Management Corp., as Collateral Manager | |
| By: | /s/ David Meyer | |
| Name: | David Meyer | |
| Title: | Senior Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| AMMC CLO XIII, LIMITED, as a Lender | ||
| By: | American Money Management Corp., as Collateral Manager | |
| By: | /s/ David P. Meyer | |
| Name: | David P. Meyer | |
| Title: | Senior Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| AMMC CLO XIV, LIMITED, as a Lender | ||
| By: | /s/ David P. Meyer | |
| Name: | David P. Meyer | |
| Title: | Senior Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Carlyle Global Market Strategies CLO 2012-3, Ltd., as a Lender | ||
| By: | /s/ Linda Pace | |
| Name: | Linda Pace | |
| Title: | Managing Director | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Carlyle Global Market Strategies CLO 2012-4, Ltd., as a Lender | ||
| By: | /s/ Linda Pace | |
| Name: | Linda Pace | |
| Title: | Managing Director | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Carlyle Global Market Strategies CLO 2013-1, Ltd., as a Lender | ||
| By: | /s/ Linda Pace | |
| Name: | Linda Pace | |
| Title: | Managing Director | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Carlyle Global Market Strategies CLO 2013-4, Ltd., as a Lender | ||
| By: | /s/ Linda Pace | |
| Name: | Linda Pace | |
| Title: | Managing Director | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Carlyle Global Market Strategies CLO 2014-1, Ltd., as a Lender | ||
| By: | /s/ Linda Pace | |
| Name: | Linda Pace | |
| Title: | Managing Director | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Carlyle Global Market Strategies CLO 2014-2, Ltd., as a Lender | ||
| By: | /s/ Linda Pace | |
| Name: | Linda Pace | |
| Title: | Managing Director | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Carlyle Global Market Strategies CLO 2014-3, Ltd., as a Lender | ||
| By: | /s/ Linda Pace | |
| Name: | Linda Pace | |
| Title: | Managing Director | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Carlyle Global Market Strategies CLO 2014-4, Ltd., as a Lender | ||
| By: | /s/ Linda Pace | |
| Name: | Linda Pace | |
| Title: | Managing Director | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Carlyle Global Market Strategies CLO 2014-5, Ltd., as a Lender | ||
| By: | /s/ Linda Pace | |
| Name: | Linda Pace | |
| Title: | Managing Director | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Carlyle Global Market Strategies CLO 2015-1, Ltd., as a Lender | ||
| By: | /s/ Linda Pace | |
| Name: | Linda Pace | |
| Title: | Managing Director | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Carlyle Global Market Strategies CLO 2015-2, Ltd., as a Lender | ||
| By: | /s/ Linda Pace | |
| Name: | Linda Pace | |
| Title: | Managing Director | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Carlyle Global Market Strategies CLO 2015-3, Ltd., as a Lender | ||
| By: | /s/ Linda Pace | |
| Name: | Linda Pace | |
| Title: | Managing Director | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Carlyle Global Market Strategies CLO 2015-4, Ltd., as a Lender | ||
| By: | /s/ Linda Pace | |
| Name: | Linda Pace | |
| Title: | Managing Director | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Carlyle Global Market Strategies CLO 2015-5, Ltd., as a Lender | ||
| By: | /s/ Linda Pace | |
| Name: | Linda Pace | |
| Title: | Managing Director | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Carlyle Global Market Strategies CLO 2016-1, Ltd., as a Lender | ||
| By: | /s/ Linda Pace | |
| Name: | Linda Pace | |
| Title: | Managing Director | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Carlyle Global Market Strategies CLO 2016-2 Ltd., as a Lender | ||
| By: | /s/ Linda Pace | |
| Name: | Linda Pace | |
| Title: | Managing Director | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Carlyle Global Market Strategies CLO 2016-3, Ltd., as a Lender | ||
| By: | /s/ Linda Pace | |
| Name: | Linda Pace | |
| Title: | Managing Director | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Carlyle US CLO 2016-4, Ltd., as a Lender | ||
| By: | /s/ Linda Pace | |
| Name: | Linda Pace | |
| Title: | Managing Director | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Carlyle US CLO 2017-1, Ltd., as a Lender | ||
| By: | /s/ Linda Pace | |
| Name: | Linda Pace | |
| Title: | Managing Director | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Carlyle US CLO 2017-2, Ltd., as a Lender | ||
| By: | /s/ Linda Pace | |
| Name: | Linda Pace | |
| Title: | Managing Director | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Carlyle US CLO 2017-3 Ltd., as a Lender | ||
| By: | /s/ Linda Pace | |
| Name: | Linda Pace | |
| Title: | Managing Director | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| TRALEE CLO II, LTD , as a Lender | ||
| By: | Par-Four Investment Management, LLC As Collateral Manager | |
| By: | /s/ Dennis Gorczyca | |
| Name: | Dennis Gorczyca | |
| Title: | Managing Director | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| TRALEE CLO III, LTD., as a Lender | ||
| By: | Par-Four Investment Management, LLC As Collateral Manager | |
| By: | /s/ Dennis Gorczyca | |
| Name: | Dennis Gorczyca | |
| Title: | Managing Director | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| MACQUARIE CAPITAL FUNDING LLC, as Lender | ||
| By: | /s/ Mini Shih | |
| Name: | Mini Shih | |
| Title: | Authorized Signatory | |
| By: | /s/ Ayesha Farooqi | |
| Name: | Ayesha Farooqi | |
| Title: | Authorized Signatory | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| VENTURE XII CLO, Limited, as a Lender | ||
| BY: | its investment advisor MJX Venture Management LLC | |
| By: | /s/ Michael Regan | |
| Name: | Michael Regan | |
| Title: | Managing Director | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| VENTURE XIII CLO, Limited, as a Lender | ||
| BY: | its Investment Advisor MJX Asset Management LLC | |
| By: | /s/ Michael Regan | |
| Name: | Michael Regan | |
| Title: | Managing Director | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| VENTURE XIV CLO, Limited, as a Lender | ||
| By: | its investment advisor MJX Asset Management LLC | |
| By: | /s/ Michael Regan | |
| Name: | Michael Regan | |
| Title: | Managing Director | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| VENTURE XV CLO, Limited, as a Lender | ||
| By: | its investment advisor MJX Asset Management LLC | |
| By: | /s/ Michael Regan | |
| Name: | Michael Regan | |
| Title: | Managing Director | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| VENTURE XVI CLO, Limited, as a Lender | ||
| By: | its investment advisor MJX Asset Management LLC | |
| By: | /s/ Michael Regan | |
| Name: | Michael Regan | |
| Title: | Managing Director | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Venture XVIII CLO, Limited, as a Lender | ||
| By: | its investment advisor MJX Asset Management LLC | |
| By: | /s/ Michael Regan | |
| Name: | Michael Regan | |
| Title: | Managing Director | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Venture XXI CLO, Limited, as a Lender | ||
| By: | its investment advisor MJX Asset Management LLC | |
| By: | /s/ Michael Regan | |
| Name: | Michael Regan | |
| Title: | Managing Director | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Venture XXIII CLO, Limited, as a Lender | ||
| By: | its investment advisor MJX Asset Management LLC | |
| By: | /s/ Michael Regan | |
| Name: | Michael Regan | |
| Title: | Managing Director | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| American Beacon Sound Point Floating Rate Income Fund, a series of American Beacon Funds, as a Lender | ||
| By: | Sound Point Capital Management, LP as Sub-Advisor | |
| By: | /s/ Andrew Wright | |
| Name: | Andrew Wright | |
| Title: | Authorized Signatory | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Cavello Bay Reinsurance Limited, as a Lender | ||
| By: | Sound Point Capital Management, LP as Manager | |
| By: | /s/ Andrew Wright | |
| Name: | Andrew Wright | |
| Title: | Authorized Signatory | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Commonwealth of Pennsylvania, Treasury Department , as a Lender | ||
| BY: | Sound Point Capital Management, LP as Investment Advisor | |
| By: | /s/ Andrew Wright | |
| Name: | Andrew Wright | |
| Title: | Authorized Signatory | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Commonwealth of Pennsylvania, Treasury Department - Tuition Account Program , as a Lender | ||
| BY: | Sound Point Capital Management, LP as Investment Advisor | |
| By: | /s/ Andrew Wright | |
| Name: | Andrew Wright | |
| Title: | Authorized Signatory | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Kaiser Foundation Hospitals, as a Lender | ||
| By: | Sound Point Capital Management, LP as Manager | |
| By: | /s/ Andrew Wright | |
| Name: | Andrew Wright | |
| Title: | Authorized Signatory | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Kaiser Permanente Group Trust, as a Lender | ||
| By: | Sound Point Capital Management, LP as Manager | |
| By: | /s/ Andrew Wright | |
| Name: | Andrew Wright | |
| Title: | Authorized Signatory | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Privilege Underwriters Reciprocal Exchange, as a Lender | ||
| By: | Sound Point Capital Management, LP as Manager | |
| By: | /s/ Andrew Wright | |
| Name: | Andrew Wright | |
| Title: | Authorized Signatory | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| PURE Insurance Company, as a Lender | ||
| By: | Sound Point Capital Management, LP as Manager | |
| By: | /s/ Andrew Wright | |
| Name: | Andrew Wright | |
| Title: | Authorized Signatory | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Sound Point CLO III, Ltd, as a Lender | ||
| BY: | Sound Point Capital Management, LP as Collateral Manager | |
| By: | /s/ Andrew Wright | |
| Name: | Andrew Wright | |
| Title: | Authorized Signatory | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Sound Point CLO IV, Ltd, as a Lender | ||
| BY: | Sound Point Capital Management, LP as Collateral Manager | |
| By: | /s/ Andrew Wright | |
| Name: | Andrew Wright | |
| Title: | Authorized Signatory | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Sound Point CLO IX, Ltd., as a Lender | ||
| By: | /s/ Andrew Wright | |
| Name: | Andrew Wright | |
| Title: | Authorized Signatory | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Sound Point CLO V, Ltd., as a Lender | ||
| BY: | Sound Point Capital Management, LP as Collateral Manager | |
| By: | /s/ Andrew Wright | |
| Name: | Andrew Wright | |
| Title: | Authorized Signatory | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Sound Point CLO VI, Ltd., as a Lender | ||
| BY: | Sound Point Capital Management, LP as Collateral Manager | |
| By: | /s/ Andrew Wright | |
| Name: | Andrew Wright | |
| Title: | Authorized Signatory | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Sound Point CLO VII, Ltd., as a Lender | ||
| BY: | Sound Point Capital Management, LP as Collateral Manager | |
| By: | /s/ Andrew Wright | |
| Name: | Andrew Wright | |
| Title: | Authorized Signatory | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Sound Point CLO VIII, Ltd., as a Lender | ||
| BY: | Sound Point Capital Management, LP as Collateral Manager | |
| By: | /s/ Andrew Wright | |
| Name: | Andrew Wright | |
| Title: | Authorized Signatory | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Sound Point CLO X, Ltd., as a Lender | ||
| By: | Sound Point Capital Management, LP as Collateral Manager | |
| By: | /s/ Andrew Wright | |
| Name: | Andrew Wright | |
| Title: | Authorized Signatory | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Sound Point CLO XI, Ltd., as a Lender | ||
| By: | Sound Point Capital Management, LP as Collateral Manager | |
| By: | /s/ Andrew Wright | |
| Name: | Andrew Wright | |
| Title: | Authorized Signatory | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Sound Point CLO XII, Ltd., as a Lender | ||
| By: | Sound Point Capital Management, LP as Collateral Manager | |
| By: | /s/ Andrew Wright | |
| Name: | Andrew Wright | |
| Title: | Authorized Signatory | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Sound Point CLO XIV, Ltd., as a Lender | ||
| By: | Sound Point Capital Management, LP as Collateral Manager | |
| By: | /s/ Andrew Wright | |
| Name: | Andrew Wright | |
| Title: | Authorized Signatory | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Sound Point CLO XV, Ltd, as a Lender | ||
| By: | Sound Point Capital Management, LP as Collateral Manager | |
| By: | /s/ Andrew Wright | |
| Name: | Andrew Wright | |
| Title: | Authorized Signatory | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Sound Point Senior Floating Rate Master Fund, L.P., as a Lender | ||
| BY: | Sound Point Capital Management, LP as Investment Advisor | |
| By: | /s/ Andrew Wright | |
| Name: | Andrew Wright | |
| Title: | Authorized Signatory | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Teamsters Pension Trust Fund of Philadelphia & Vicinity, as a Lender | ||
| BY: | Sound Point Capital Management, LP as Investment Advisor | |
| By: | /s/ Andrew Wright | |
| Name: | Andrew Wright | |
| Title: | Authorized Signatory | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Venture XVII CLO Limited, as a Lender | ||
| BY: | its investment advisor, MJX Asset Management, LLC | |
| By: | /s/ Michael Regan | |
| Name: | Michael Regan | |
| Title: | Managing Director | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Venture XXII CLO, Limited, as a Lender | ||
| By: | its investment advisor | |
| MJX Venture Management LLC | ||
| By: | /s/ Michael Regan | |
| Name: | Michael Regan | |
| Title: | Managing Director | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Venture XXVI CLO, Limited, as a Lender | ||
| By: | its investment advisor | |
| MJX Venture Management LLC | ||
| By: | /s/ Michael Regan | |
| Name: | Michael Regan | |
| Title: | Managing Director | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Arch Street CLO, Ltd., as a Lender | ||
| By: | /s/ Scott D’Orsi | |
| Name: | Scott D’Orsi | |
| Title: | Portfolio Manager | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Staniford Street CLO, Ltd., as a Lender | ||
| By: | /s/ Scott D’Orsi | |
| Name: | Scott D’Orsi | |
| Title: | Portfolio Manager | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| AGF Floating Rate Income Fund, as Lender | ||
| By: | Eaton Vance Management as Investment Advisor | |
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Eaton Vance CLO 2013- 1 LTD, as Lender | ||
| By: | Eaton Vance Management as Portfolio Manager | |
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Eaton Vance CLO 2014-1 Ltd, as Lender | ||
| By: | Eaton Vance Management Portfolio Manager | |
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Eaton Vance CLO 2015-1 Ltd, as Lender | ||
| By: | Eaton Vance Management Portfolio Manager | |
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| DaVinci Reinsurance Ltd., as Lender | ||
| By: | Eaton Vance Management as Investment Advisor | |
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Eaton Vance Floating-Rate Income Plus Fund, as Lender | ||
| By: | Eaton Vance Management as Investment Advisor | |
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Eaton Vance Senior Floating-Rate Trust, as Lender | ||
| By: | Eaton Vance Management as Investment Advisor | |
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Eaton Vance Floating-Rate Income Trust, as Lender | ||
| By: | Eaton Vance Management as Investment Advisor | |
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Eaton Vance International (Cayman Islands) Floating-Rate Income Portfolio, as Lender | ||
| By: | Eaton Vance Management as Investment Advisor | |
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Eaton Vance Senior Income Trust, as Lender | ||
| By: | Eaton Vance Management as Investment Advisor | |
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Eaton Vance Short Duration Diversified Income Fund, as Lender | ||
| By: | Eaton Vance Management as Investment Advisor | |
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Eaton Vance Institutional Senior Loan Fund, as Lender | ||
| By: | Eaton Vance Management as Investment Advisor | |
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Eaton Vance Limited Duration Income Fund, as Lender | ||
| By: | Eaton Vance Management as Investment Advisor | |
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Eaton Vance Floating Rate Portfolio, as Lender | ||
| By: | Boston Management and Research as Investment Advisor | |
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Eaton Vance US Loan Fund 2016 a Series Trust of Global Cayman Investment Trust, as Lender | ||
| By: | Eaton Vance Management as Investment Advisor | |
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Brighthouse Funds Trust I - Brighthouse/Eaton Vance Floating Rate Portfolio, as Lender | ||
| By: | Eaton Vance Management, as Investment Sub-Advisor | |
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Florida Power & Light Company, as Lender | ||
| By: | Eaton Vance Management as Investment Advisor | |
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Pacific Select Fund - Floating Rate Loan Portfolio, as Lender | ||
| By: | Eaton Vance Management as Investment Sub-Advisor | |
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Eaton Vance Bank Loan Fund Series II | ||
| a Series Trust of Multi Manager Global Investment Trust, as Lender | ||
| By: | Eaton Vance Management as Investment Advisor | |
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Eaton Vance Loan Fund Series III | ||
| a Series Trust of Multi Manager Global Investment Trust, as Lender | ||
| By: | Eaton Vance Management, as Investment Advisor | |
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Renaissance Investment Holdings Ltd., as Lender | ||
| By: | Eaton Vance Management as Investment Advisor | |
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Columbia Funds Variable Series Trust II-Variable Portfolio-Eaton Vance Floating Rate Income Fund, as Lender | ||
| By: | Eaton Vance Management as Investment Sub-Advisor | |
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Senior Debt Portfolio, as Lender | ||
| By: | Boston Management and Research as Investment Advisor | |
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Eaton Vance VT Floating-Rate Income Fund, as Lender | ||
| By: | Eaton Vance Management as Investment Advisor | |
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| MONROE CAPITAL MML CLO 2016-1, LTD. | ||
| By: | Monroe Capital Management LLC, as Collateral Manager Attorney-in Fact, as Lender | |
| By: | /s/ Jeff Williams | |
| Name: | Jeff Williams | |
| Title: | Managing Director | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| MONROE CAPITAL CLO 2014-1, LTD. | ||
| By: | MONROE CAPITAL MANAGEMENT LLC, as Asset Manager and attorney-in Fact, as Lender | |
| By: | /s/ Jeff Williams | |
| Name: | Jeff Williams | |
| Title: | Managing Director | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| ALJ Global Loan Fund 2016 A SERIES TRUST OF MULTIMANAGER GLOBAL INVESTMENT TRUST, as a Lender | ||
| By: | /s/ Thomas Frangione | |
| Name: | Thomas Frangione | |
| Title: | Senior Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| BNY Mellon Global High Yield Bond Fund, as a Lender | ||
| by Alcentra NY, LLC the investment manager | ||
| By: | /s/ Thomas Frangione | |
| Name: | Thomas Frangione | |
| Title: | Senior Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Collective Trust High Yield Fund, as a Lender | ||
| By: | Alcentra NY, LLC, as investment manager | |
| By: | /s/ Thomas Frangione | |
| Name: | Thomas Frangione | |
| Title: | Senior Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Dreyfus/Laurel Fund Trust-Dreyfus High Yield Fund, as a Lender | ||
| By: | Alcentra NY, LLC, as investment advisor | |
| By: | /s/ Thomas Frangione | |
| Name: | Thomas Frangione | |
| Title: | Senior Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Global-Loan SV S.a.r.l., as a Lender | ||
| Executed by Alcentra Limited as Portfolio Manager, and Alcentra NY, LLC as Sub-Manager, for and on behalf of Global-Loan SV Sarl | ||
| By: | /s/ Thomas Frangione | |
| Name: | Thomas Frangione | |
| Title: | Senior Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Multi-Credit SV S.a.r.l., as a Lender | ||
| By: | /s/ Thomas Frangione | |
| Name: | Thomas Frangione | |
| Title: | Senior Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Shackleton 2013-III CLO, Ltd., as a Lender | ||
| BY: | Alcentra NY, LLC, as investment advisor | |
| By: | /s/ Thomas Frangione | |
| Name: | Thomas Frangione | |
| Title: | Senior Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Shackleton 2013-IV CLO, LTD, as a Lender | ||
| BY: | Alcentra NY, LLC, as its Collateral Manager | |
| By: | /s/ Thomas Frangione | |
| Name: | Thomas Frangione | |
| Title: | Senior Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Shackleton 2014-V CLO, Ltd., as a Lender | ||
| By: | /s/ Thomas Frangione | |
| Name: | Thomas Frangione | |
| Title: | Senior Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Shackleton 2014-VI CLO, Ltd., as a Lender | ||
| BY: | Alcentra NY, LLC, as its Collateral Manager | |
| By: | /s/ Thomas Frangione | |
| Name: | Thomas Frangione | |
| Title: | Senior Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Shackleton 2015-VII CLO, Ltd., as a Lender | ||
| BY: | Alcentra NY, LLC, as its Collateral Manager | |
| By: | /s/ Thomas Frangione | |
| Name: | Thomas Frangione | |
| Title: | Senior Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Shackleton 2015-VIII CLO, Ltd., as a Lender | ||
| By: | /s/ Thomas Frangione | |
| Name: | Thomas Frangione | |
| Title: | Senior Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Shackleton 2016-IX CLO, Ltd, as a Lender | ||
| by: | Alcentra NY, LLC, as its Collateral Manager | |
| By: | /s/ Thomas Frangione | |
| Name: | Thomas Frangione | |
| Title: | Senior Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Shackleton 2017-X CLO, Ltd, as a Lender by Alcentra NY, LLC, as its Collateral Manager | ||
| By: | /s/ Thomas Frangione | |
| Name: | Thomas Frangione | |
| Title: | Senior Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| The Dreyfus/Laurel Funds, Inc. - Dreyfus Floating Rate Income Fund, as a Lender | ||
| By: | Alcentra NY, LLC, as its investment advisor | |
| By: | /s/ Thomas Frangione | |
| Name: | Thomas Frangione | |
| Title: | Senior Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| US Loan SV S.a.r.l., as a Lender | ||
| By: | /s/ Thomas Frangione | |
| Name: | Thomas Frangione | |
| Title: | Senior Vice President | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| Venture 28A CLO Limited, as a Lender | ||
| By: | its investment advisor | |
| MJX Venture Management II LLC | ||
| By: | /s/ Michael Regan | |
| Name: | Michael Regan | |
| Title: | Managing Director | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| VENTURE XIX CLO, Limited, as a Lender | ||
| By: | its investment advisor | |
| MJX Asset Management LLC | ||
| By: | /s/ Michael Regan | |
| Name: | Michael Regan | |
| Title: | Managing Director | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| VENTURE XX CLO, Limited, as a Lender | ||
| By: | its investment advisor | |
| MJX Asset Management LLC | ||
| By: | /s/ Michael Regan | |
| Name: | Michael Regan | |
| Title: | Managing Director | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| VENTURE XXIV CLO, Limited, as a Lender | ||
| By: | its investment advisor | |
| MJX Asset Management LLC | ||
| By: | /s/ Michael Regan | |
| Name: | Michael Regan | |
| Title: | Managing Director | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| VENTURE XXIX CLO, Limited, as a Lender | ||
| By: | its investment advisor | |
| MJX Asset Management II LLC | ||
| By: | /s/ Michael Regan | |
| Name: | Michael Regan | |
| Title: | Managing Director | |
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| CBAM Funding 2016-1 LLC, as Lender | ||
| By: | /s/ John H. Garrett | |
| Name: John H. Garrett | ||
| Title: Managing Director | ||
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
| BARCLAYS BANK PLC, as Lender | ||
| By: | /s/ May Huang | |
| Name: May Huang Title: Assistant Vice President | ||
[Signature Page to Second Amendment to Limited Waiver to GEE Credit Agreement]
